Common use of Waiver and Release Clause in Contracts

Waiver and Release. TO INDUCE THE LENDER TO AGREE TO THE TERMS OF THIS AMENDMENT, EACH CREDIT OBLIGOR REPRESENTS AND WARRANTS THAT AS OF THE DATE HEREOF THERE ARE NO CLAIMS OR OFFSETS AGAINST OR RIGHTS OF RECOUPMENT WITH RESPECT TO OR DEFENSES OR COUNTERCLAIMS TO ITS OBLIGATIONS UNDER THE LOAN DOCUMENTS AND IN ACCORDANCE THEREWITH IT: (a) WAIVES ANY AND ALL SUCH CLAIMS, OFFSETS, RIGHTS OF RECOUPMENT, DEFENSES OR COUNTERCLAIMS, WHETHER KNOWN OR UNKNOWN, ARISING PRIOR TO THE DATE HEREOF; AND (b) RELEASES AND DISCHARGES THE LENDER, ITS AFFILIATES AND ITS AND THEIR OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, SHAREHOLDERS AND ATTORNEYS (COLLECTIVELY THE “RELEASED PARTIES”) FROM ANY AND ALL OBLIGATIONS, INDEBTEDNESS, LIABILITIES, CLAIMS, RIGHTS, CAUSES OF ACTION OR DEMANDS WHATSOEVER, WHETHER KNOWN OR UNKNOWN, SUSPECTED OR UNSUSPECTED, IN LAW OR EQUITY, WHICH THE BORROWER EVER HAD, NOW HAS, CLAIMS TO HAVE OR MAY HAVE AGAINST ANY RELEASED PARTY ARISING PRIOR TO THE DATE HEREOF AND FROM OR IN CONNECTION WITH THE LOAN DOCUMENTS OR THE TRANSACTIONS CONTEMPLATED THEREBY.

Waiver and Release. TO INDUCE THE LENDER ADMINISTRATIVE AGENT, ACTING ON BEHALF OF THE LENDERS, TO AGREE TO THE TERMS OF THIS AMENDMENT, EACH CREDIT OBLIGOR REPRESENTS THE BORROWERS, THE GUARANTORS AND WARRANTS THEIR AFFILIATES (COLLECTIVELY, THE RELEASING PARTIES”) REPRESENT AND WARRANT THAT AS OF THE DATE HEREOF THERE ARE NO CLAIMS OR OFFSETS AGAINST OR RIGHTS OF RECOUPMENT WITH RESPECT TO OR DEFENSES OR COUNTERCLAIMS TO ITS THEIR OBLIGATIONS UNDER THE LOAN DOCUMENTS AND IN ACCORDANCE THEREWITH ITTHEY: (a) WAIVES WAIVE ANY AND ALL SUCH CLAIMS, OFFSETS, RIGHTS OF RECOUPMENT, DEFENSES OR COUNTERCLAIMS, WHETHER KNOWN OR UNKNOWN, ARISING PRIOR TO THE DATE HEREOF; AND (b) RELEASES FOREVER RELEASE, RELIEVE, AND DISCHARGES DISCHARGE THE LENDERADMINISTRATIVE AGENT, ITS AFFILIATES AND ITS AND THE LENDERS, THEIR OFFICERS, DIRECTORS, EMPLOYEESSHAREHOLDERS, MEMBERS, PARTNERS, PREDECESSORS, SUCCESSORS, ASSIGNS, ATTORNEYS, ACCOUNTANTS, AGENTS, SHAREHOLDERS EMPLOYEES, AND ATTORNEYS REPRESENTATIVES (COLLECTIVELY COLLECTIVELY, THE “"RELEASED PARTIES”) "), AND EACH OF THEM, FROM ANY AND ALL OBLIGATIONS, INDEBTEDNESSCLAIMS, LIABILITIES, CLAIMS, RIGHTSDEMANDS, CAUSES OF ACTION ACTION, DEBTS, OBLIGATIONS, PROMISES, ACTS, AGREEMENTS, AND DAMAGES, OF WHATEVER KIND OR DEMANDS WHATSOEVERNATURE, WHETHER KNOWN OR UNKNOWN, SUSPECTED OR UNSUSPECTED, IN CONTINGENT OR FIXED, LIQUIDATED OR UNLIQUIDATED, MATURED OR UNMATURED, WHETHER AT LAW OR IN EQUITY, WHICH THE BORROWER RELEASING PARTIES EVER HAD, NOW HASHAVE, CLAIMS OR MAY, SHALL, OR CAN HEREAFTER HAVE, DIRECTLY OR INDIRECTLY ARISING OUT OF OR IN ANY WAY BASED UPON, CONNECTED WITH, OR RELATED TO HAVE MATTERS, THINGS, ACTS, CONDUCT, AND/OR MAY HAVE AGAINST OMISSIONS AT ANY RELEASED PARTY ARISING PRIOR TO TIME FROM THE BEGINNING OF THE WORLD THROUGH AND INCLUDING THE DATE HEREOF HEREOF, INCLUDING WITHOUT LIMITATION ANY AND FROM ALL CLAIMS AGAINST THE RELEASED PARTIES ARISING UNDER OR IN CONNECTION WITH RELATED TO THE LOAN DOCUMENTS OR THE TRANSACTIONS CONTEMPLATED THEREBY. (c) IN CONNECTION WITH THE RELEASE CONTAINED HEREIN, THE RELEASING PARTIES ACKNOWLEDGE THAT THEY ARE AWARE THAT THEY MAY HEREAFTER DISCOVER CLAIMS PRESENTLY UNKNOWN OR UNSUSPECTED, OR FACTS IN ADDITION TO OR DIFFERENT FROM THOSE WHICH THEY KNOW OR BELIEVE TO BE TRUE, WITH RESPECT TO THE MATTERS RELEASED HEREIN. NEVERTHELESS, IT IS THE INTENTION OF THE RELEASING PARTIES, THROUGH THIS AGREEMENT AND WITH ADVICE OF COUNSEL, FULLY, FINALLY, AND FOREVER TO RELEASE ALL SUCH MATTERS, AND ALL CLAIMS RELATED THERETO, WHICH DO NOW EXIST, OR HERETOFORE HAVE EXISTED. IN FURTHERANCE OF SUCH INTENTION, THE RELEASES HEREIN GIVEN SHALL BE AND REMAIN IN EFFECT AS A FULL AND COMPLETE RELEASE OR WITHDRAWAL OF SUCH MATTERS NOTWITHSTANDING THE DISCOVERY OR EXISTENCE OF ANY SUCH ADDITIONAL OR DIFFERENT CLAIMS OR FACTS RELATED THERETO. (d) THE RELEASING PARTIES COVENANT AND AGREE NOT TO BRING ANY CLAIM, ACTION, SUIT, OR PROCEEDING AGAINST THE RELEASED PARTIES, DIRECTLY OR INDIRECTLY, REGARDING OR RELATED IN ANY MANNER TO THE MATTERS RELEASED HEREBY, AND FURTHER COVENANT AND AGREE THAT THIS AGREEMENT IS A BAR TO ANY SUCH CLAIM, ACTION, SUIT, OR PROCEEDING. (e) THE RELEASING PARTIES REPRESENT AND WARRANT TO THE RELEASED PARTIES THAT THEY HAVE NOT HERETOFORE ASSIGNED OR TRANSFERRED, OR PURPORTED TO ASSIGN OR TRANSFER, TO ANY PERSON OR ENTITY ANY CLAIMS OR OTHER MATTERS HEREIN RELEASED.

Waiver and Release. TO INDUCE THE LENDER ADMINISTRATIVE AGENT AND THE LENDERS TO AGREE TO THE TERMS OF THIS AMENDMENT, EACH CREDIT OBLIGOR REPRESENTS THE BORROWER AND WARRANTS THAT ITS AFFILIATES (COLLECTIVELY, THE “RELEASING PARTIES”) REPRESENT AND WARRANT THAT, AS OF THE DATE HEREOF HEREOF, THERE ARE NO CLAIMS OR OFFSETS AGAINST AGAINST, OR RIGHTS OF RECOUPMENT WITH RESPECT TO TO, OR DISPUTES OF, OR DEFENSES OR COUNTERCLAIMS TO ITS TO, THEIR OBLIGATIONS UNDER THE LOAN DOCUMENTS DOCUMENTS, AND IN ACCORDANCE THEREWITH ITTHE RELEASING PARTIES: (a) WAIVES WAIVE ANY AND ALL SUCH CLAIMS, OFFSETS, RIGHTS OF RECOUPMENT, DISPUTES, DEFENSES OR AND COUNTERCLAIMS, WHETHER KNOWN OR UNKNOWN, ARISING PRIOR TO THE DATE HEREOF; AND. (b) RELEASES FOREVER RELEASE, RELIEVE, AND DISCHARGES DISCHARGE THE LENDERADMINISTRATIVE AGENT, ITS THE LENDERS, THEIR AFFILIATES AND ITS AND THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEESSHAREHOLDERS, MEMBERS, PARTNERS, PREDECESSORS, SUCCESSORS, ASSIGNS, ATTORNEYS, ACCOUNTANTS, AGENTS, SHAREHOLDERS EMPLOYEES, AND ATTORNEYS REPRESENTATIVES (COLLECTIVELY COLLECTIVELY, THE “RELEASED PARTIES”) ), AND EACH OF THEM, FROM ANY AND ALL OBLIGATIONS, INDEBTEDNESSCLAIMS, LIABILITIES, CLAIMS, RIGHTSDEMANDS, CAUSES OF ACTION ACTION, DEBTS, OBLIGATIONS, PROMISES, ACTS, AGREEMENTS, AND DAMAGES, OF WHATEVER KIND OR DEMANDS WHATSOEVERNATURE, WHETHER KNOWN OR UNKNOWN, SUSPECTED OR UNSUSPECTED, IN CONTINGENT OR FIXED, LIQUIDATED OR UNLIQUIDATED, MATURED OR UNMATURED, WHETHER AT LAW OR IN EQUITY, WHICH THE BORROWER RELEASING PARTIES EVER HAD, NOW HASHAVE, CLAIMS OR MAY, SHALL, OR CAN HEREAFTER HAVE, DIRECTLY OR INDIRECTLY ARISING OUT OF OR IN ANY WAY BASED UPON, CONNECTED WITH, OR RELATED TO HAVE MATTERS, THINGS, ACTS, CONDUCT, AND/OR MAY HAVE AGAINST OMISSIONS AT ANY RELEASED PARTY ARISING PRIOR TO TIME FROM THE BEGINNING OF THE WORLD THROUGH AND INCLUDING THE DATE HEREOF HEREOF, INCLUDING WITHOUT LIMITATION ANY AND FROM ALL CLAIMS AGAINST THE RELEASED PARTIES ARISING UNDER OR IN CONNECTION WITH RELATED TO ANY OF THE LOAN DOCUMENTS OR ANY OF THE TRANSACTIONS CONTEMPLATED THEREBY. (c) IN CONNECTION WITH THE RELEASE CONTAINED HEREIN, ACKNOWLEDGE THAT THEY ARE AWARE THAT THEY MAY HEREAFTER DISCOVER CLAIMS PRESENTLY UNKNOWN OR UNSUSPECTED, OR FACTS IN ADDITION TO OR DIFFERENT FROM THOSE WHICH THEY KNOW OR BELIEVE TO BE TRUE, WITH RESPECT TO THE MATTERS RELEASED HEREIN. NEVERTHELESS, IT IS THE INTENTION OF THE RELEASING PARTIES, THROUGH THIS AMENDMENT AND WITH ADVICE OF COUNSEL, FULLY, FINALLY, AND FOREVER TO RELEASE ALL SUCH MATTERS, AND ALL CLAIMS RELATED THERETO, WHICH DO NOW EXIST, OR HERETOFORE HAVE EXISTED. IN FURTHERANCE OF SUCH INTENTION, THE RELEASES HEREIN GIVEN SHALL BE AND REMAIN IN EFFECT AS A FULL AND COMPLETE RELEASE OR WITHDRAWAL OF SUCH MATTERS NOTWITHSTANDING THE DISCOVERY OR EXISTENCE OF ANY SUCH ADDITIONAL OR DIFFERENT CLAIMS OR FACTS RELATED THERETO. (d) COVENANT AND AGREE NOT TO BRING ANY CLAIM, ACTION, SUIT, OR PROCEEDING AGAINST THE RELEASED PARTIES, DIRECTLY OR INDIRECTLY, REGARDING OR RELATED IN ANY MANNER TO THE MATTERS RELEASED HEREBY, AND FURTHER COVENANT AND AGREE THAT THIS AMENDMENT IS A BAR TO ANY SUCH CLAIM, ACTION, SUIT, OR PROCEEDING. (e) REPRESENT AND WARRANT TO THE RELEASED PARTIES THAT THEY HAVE NOT HERETOFORE ASSIGNED OR TRANSFERRED, OR PURPORTED TO ASSIGN OR TRANSFER, TO ANY PERSON OR ENTITY ANY CLAIMS OR OTHER MATTERS HEREIN RELEASED. (f) ACKNOWLEDGE THAT THEY HAVE HAD THE BENEFIT OF INDEPENDENT LEGAL ADVICE WITH RESPECT TO THE ADVISABILITY OF ENTERING INTO THIS RELEASE AND HEREBY KNOWINGLY, AND UPON SUCH ADVICE OF COUNSEL, WAIVE ANY AND ALL APPLICABLE RIGHTS AND BENEFITS UNDER, AND PROTECTIONS OF, CALIFORNIA CIVIL CODE SECTION 1542, AND ANY AND ALL STATUTES AND DOCTRINES OF SIMILAR EFFECT. CALIFORNIA CIVIL CODE SECTION 1542 PROVIDES AS FOLLOWS:

Waiver and Release. IN CONSIDERATION OF LESSOR PERMITTING LESSEE TO INDUCE USE THE LENDER TO AGREE LESSOR’S CLUBHOUSE, COMMON FACILITIES FOR THE PURPOSES DESCRIBED HEREIN, LESSEE HEREBY AGREES THAT LESSOR SHALL HAVE NO OBLIGATIONS TO THE TERMS OF THIS AMENDMENT, EACH CREDIT OBLIGOR REPRESENTS AND WARRANTS THAT AS LESSEE OR ANY PARTIES PARTICIPATING IN OR IN ATTENDANCE DURING LESSEE’S USE OF THE DATE HEREOF THERE ARE NO CLAIMS OR OFFSETS AGAINST OR RIGHTS OF RECOUPMENT WITH RESPECT TO OR DEFENSES OR COUNTERCLAIMS TO CLUBHOUSE AND COMMON FACILITIES AND (POOL IF APPLICABLE) ADDITIONALLY, LESSEE HEREBY FULLY WAIVES AND RELEASES LESSOR, AND ITS OBLIGATIONS UNDER THE LOAN DOCUMENTS OFFICERS, AGENTS AND IN ACCORDANCE THEREWITH IT: (a) WAIVES DIRECTORS, FROM ANY AND ALL SUCH CLAIMS, OFFSETSDAMAGES, RIGHTS OR CAUSES OF RECOUPMENTACTION, DEFENSES OR COUNTERCLAIMS, WHETHER KNOWN OR UNKNOWN, WHETHER UNDER FEDERAL, STATE OR LOCAL LAW ARISING PRIOR OUT OF DAMAGE CAUSED AS A RESULT OF LESSEE’S USE OF LESSOR’S FACILITIES, INCLUDING, BUT NOT LIMITED TO, LESSOR’S CLUBHOUSE AND POOL, OR TAKING PLACE DURING ▇▇▇▇▇▇’S PRESENCE ON THE PROPERTY. THE RELEASES, WAIVERS AND PROMISES SET FORTH HEREIN SHALL BE BINDING UPON AND SHALL INURE TO THE DATE HEREOF; AND (b) RELEASES AND DISCHARGES THE LENDER, ITS AFFILIATES AND ITS BENEFIT OF SUCH PARTIES AND THEIR RESPECTIVE OFFICERS, DIRECTORS, SHAREHOLDERS, EMPLOYEES, LEGAL REPRESENTATIVES, SUBCONTRACTORS, AGENTS, SHAREHOLDERS HEIRS, SUCCESSORS, AND ATTORNEYS (COLLECTIVELY THE “RELEASED PARTIES”) FROM ANY AND ALL OBLIGATIONS, INDEBTEDNESS, LIABILITIES, CLAIMS, RIGHTS, CAUSES OF ACTION OR DEMANDS WHATSOEVER, WHETHER KNOWN OR UNKNOWN, SUSPECTED OR UNSUSPECTED, IN LAW OR EQUITY, WHICH THE BORROWER EVER HAD, NOW HAS, CLAIMS TO HAVE OR MAY HAVE AGAINST ANY RELEASED PARTY ARISING PRIOR TO THE DATE HEREOF AND FROM OR IN CONNECTION WITH THE LOAN DOCUMENTS OR THE TRANSACTIONS CONTEMPLATED THEREBYASSIGNS.

Waiver and Release. TO INDUCE THE LENDER ROS TO AGREE TO THE TERMS OF THIS AMENDMENT, EACH CREDIT OBLIGOR UNILIFE REPRESENTS AND WARRANTS THAT AS OF THE DATE HEREOF THERE ARE NO CLAIMS OR OFFSETS AGAINST OR RIGHTS OF RECOUPMENT WITH RESPECT TO OR DEFENSES OR COUNTERCLAIMS TO ITS OBLIGATIONS UNDER THE LOAN DOCUMENTS AND IN ACCORDANCE THEREWITH IT: (a) WAIVES ANY AND ALL SUCH CLAIMS, OFFSETS, RIGHTS OF RECOUPMENT, DEFENSES OR COUNTERCLAIMS, WHETHER KNOWN OR UNKNOWN, ARISING PRIOR TO THE DATE HEREOF; AND (b) RELEASES AND DISCHARGES THE LENDERROS, ITS AFFILIATES AND ITS AND THEIR OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, SHAREHOLDERS AND ATTORNEYS (COLLECTIVELY THE “RELEASED PARTIES”) FROM ANY AND ALL OBLIGATIONS, INDEBTEDNESS, LIABILITIES, CLAIMS, RIGHTS, CAUSES OF ACTION OR DEMANDS WHATSOEVER, WHETHER KNOWN OR UNKNOWN, SUSPECTED OR UNSUSPECTED, IN LAW OR EQUITY, WHICH THE BORROWER UNILIFE EVER HAD, NOW HAS, CLAIMS TO HAVE OR MAY HAVE AGAINST ANY RELEASED PARTY ARISING PRIOR TO THE DATE HEREOF AND FROM OR IN CONNECTION WITH THE LOAN DOCUMENTS OR THE TRANSACTIONS CONTEMPLATED THEREBY.

Waiver and Release. TO INDUCE EXCEPT FOR THE LENDER TO AGREE TO THE TERMS OF EXPRESS REPRESENTATIONS AND WARRANTIES MADE BY SELLER IN THIS AMENDMENTAGREEMENT, EACH CREDIT OBLIGOR REPRESENTS AND WARRANTS THAT AS OF THE DATE HEREOF THERE ARE NO CLAIMS OR OFFSETS AGAINST OR RIGHTS OF RECOUPMENT WITH RESPECT TO OR DEFENSES OR COUNTERCLAIMS TO ITS OBLIGATIONS UNDER THE LOAN DOCUMENTS AND IN ACCORDANCE THEREWITH IT: (a) WAIVES ANY AND ALL SUCH CLAIMSPURCHASER HEREBY WAIVES, OFFSETS, RIGHTS OF RECOUPMENT, DEFENSES OR COUNTERCLAIMS, WHETHER KNOWN OR UNKNOWN, ARISING PRIOR TO THE DATE HEREOF; AND (b) RELEASES AND DISCHARGES THE LENDER, ITS AFFILIATES AND ITS AND THEIR OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, SHAREHOLDERS AND ATTORNEYS (COLLECTIVELY THE “RELEASED PARTIES”) FROM ANY AND ALL OBLIGATIONS, INDEBTEDNESS, LIABILITIES, CLAIMS, RIGHTS, CAUSES OF ACTION OR DEMANDS WHATSOEVER, WHETHER KNOWN OR UNKNOWN, SUSPECTED OR UNSUSPECTED, IN LAW OR EQUITY, WHICH THE BORROWER EVER HAD, NOW CLAIMS IT HAS, CLAIMS TO MIGHT HAVE HAD OR MAY HAVE AGAINST ANY RELEASED PARTY ARISING PRIOR THE SELLER, ITS MEMBERS, MANAGER, SERVICER, OFFICERS AND AGENTS WITH RESPECT TO THE DATE HEREOF CONDITION OF THE PROPERTY, EITHER PATENT OR LATENT, ITS ABILITY OR INABILITY TO OBTAIN OR MAINTAIN BUILDING PERMITS, EITHER TEMPORARY OR FINAL CERTIFICATES OF OCCUPANCY OR OTHER LICENSES FOR THE USE OR OPERATION OF THE PROPERTY, THE ACTUAL OR POTENTIAL INCOME OR PROFITS TO BE DERIVED FROM THE PROPERTY, THE REAL ESTATE AND/OR PERSONAL PROPERTY TAXES OR ASSESSMENTS NOW OR HEREAFTER PAYABLE THEREON, THE COMPLIANCE WITH ANY LAND USE LAWS, RULES, REGULATIONS OR REQUIREMENTS, COMPLIANCE WITH ANY CODES OR REGULATIONS RELATED TO CONSTRUCTION OR CONDITION OF THE PROPERTY, ANY TENANT OR SECURITY DEPOSITS, TITLE TO THE PROPERTY OTHER THAN THE SPECIAL OR LIMITED WARRANTY OF TITLE CONTAINED IN THE DEED, CONSEQUENTIAL, SPECIAL AND FROM OR IN CONNECTION PUNITIVE DAMAGES AND ANY OTHER STATE OF FACTS WHICH EXIST WITH RESPECT TO THE LOAN DOCUMENTS OR THE TRANSACTIONS CONTEMPLATED THEREBYPROPERTY.

Waiver and Release. TO INDUCE THE LENDER TO AGREE TO THE TERMS OF THIS AMENDMENT, EACH CREDIT OBLIGOR (BY ITS EXECUTION BELOW) REPRESENTS AND WARRANTS THAT AS OF THE DATE HEREOF OF ITS EXECUTION OF THIS AMENDMENT THERE ARE NO CLAIMS OR OFFSETS AGAINST OR RIGHTS OF RECOUPMENT WITH RESPECT TO OR DEFENSES OR COUNTERCLAIMS TO ITS OBLIGATIONS UNDER THE LOAN DOCUMENTS AND IN ACCORDANCE THEREWITH IT: (a) HEREBY WAIVES ANY AND ALL SUCH CLAIMS, OFFSETS, RIGHTS OF RECOUPMENT, DEFENSES OR COUNTERCLAIMS, WHETHER KNOWN OR UNKNOWN, ARISING PRIOR TO THE DATE HEREOF; OF ITS EXECUTION OF THIS AMENDMENT AND (b) HEREBY RELEASES AND DISCHARGES THE LENDER, ITS AFFILIATES AND ITS AND THEIR OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, SHAREHOLDERS SHAREHOLDERS, AFFILIATES AND ATTORNEYS (COLLECTIVELY THE “"RELEASED PARTIES”") FROM ANY AND ALL OBLIGATIONS, INDEBTEDNESS, LIABILITIES, CLAIMS, RIGHTS, CAUSES OF ACTION OR DEMANDS WHATSOEVER, WHETHER KNOWN OR UNKNOWN, SUSPECTED OR UNSUSPECTED, IN LAW OR EQUITY, WHICH THE BORROWER ANY OBLIGOR EVER HAD, NOW HAS, CLAIMS TO HAVE OR MAY HAVE AGAINST ANY RELEASED PARTY ARISING PRIOR TO THE DATE HEREOF AND FROM OR IN CONNECTION WITH THE LOAN DOCUMENTS OR THE TRANSACTIONS CONTEMPLATED THEREBY.

Waiver and Release. TO INDUCE THE LENDER PURCHASERS TO AGREE TO THE TERMS OF THIS AMENDMENT, EACH CREDIT OBLIGOR NOTE PARTY REPRESENTS AND WARRANTS THAT AS OF THE DATE HEREOF THERE ARE NO CLAIMS OR OFFSETS AGAINST OR RIGHTS OF RECOUPMENT WITH RESPECT TO OR DEFENSES OR COUNTERCLAIMS TO ITS OBLIGATIONS UNDER THE LOAN NOTE DOCUMENTS AND IN ACCORDANCE THEREWITH IT: (a) WAIVES ANY AND ALL SUCH CLAIMS, OFFSETS, RIGHTS OF RECOUPMENT, DEFENSES OR COUNTERCLAIMS, WHETHER KNOWN OR UNKNOWN, ARISING PRIOR TO THE DATE HEREOF; AND (b) RELEASES AND DISCHARGES THE LENDERPURCHASERS, ITS THEIR AFFILIATES AND ITS AND THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, SHAREHOLDERS AND ATTORNEYS (COLLECTIVELY THE “RELEASED PARTIES”) FROM ANY AND ALL OBLIGATIONS, INDEBTEDNESS, LIABILITIES, CLAIMS, RIGHTS, CAUSES OF ACTION OR DEMANDS WHATSOEVER, WHETHER KNOWN OR UNKNOWN, SUSPECTED OR UNSUSPECTED, IN LAW OR EQUITY, WHICH THE BORROWER ISSUER EVER HAD, NOW HAS, CLAIMS TO HAVE OR MAY HAVE AGAINST ANY RELEASED PARTY ARISING PRIOR TO THE DATE HEREOF AND FROM OR IN CONNECTION WITH THE LOAN NOTE DOCUMENTS OR THE TRANSACTIONS CONTEMPLATED THEREBY.

Waiver and Release. TO INDUCE THE LENDER ADMINISTRATIVE AGENT, ACTING ON BEHALF OF THE LENDERS, TO AGREE TO THE TERMS OF THIS AMENDMENT, EACH CREDIT OBLIGOR REPRESENTS THE BORROWER, THE GUARANTORS AND WARRANTS THEIR AFFILIATES (COLLECTIVELY, THE RELEASING PARTIES”) REPRESENT AND WARRANT THAT AS OF THE DATE HEREOF THERE ARE NO CLAIMS OR OFFSETS AGAINST OR RIGHTS OF RECOUPMENT WITH RESPECT TO OR DEFENSES OR COUNTERCLAIMS TO ITS THEIR OBLIGATIONS UNDER THE LOAN DOCUMENTS AND IN ACCORDANCE THEREWITH ITTHEY: (a) WAIVES WAIVE ANY AND ALL SUCH CLAIMS, OFFSETS, RIGHTS OF RECOUPMENT, DEFENSES OR COUNTERCLAIMS, WHETHER KNOWN OR UNKNOWN, ARISING PRIOR TO THE DATE HEREOF; AND (b) RELEASES FOREVER RELEASE, RELIEVE, AND DISCHARGES DISCHARGE THE LENDERADMINISTRATIVE AGENT, ITS AFFILIATES AND ITS AND THE LENDERS, THEIR OFFICERS, DIRECTORS, EMPLOYEESSHAREHOLDERS, MEMBERS, PREDECESSORS, SUCCESSORS, ASSIGNS, ATTORNEYS, ACCOUNTANTS, AGENTS, SHAREHOLDERS EMPLOYEES, AND ATTORNEYS REPRESENTATIVES (COLLECTIVELY COLLECTIVELY, THE “"RELEASED PARTIES”) "), AND EACH OF THEM, FROM ANY AND ALL OBLIGATIONS, INDEBTEDNESSCLAIMS, LIABILITIES, CLAIMS, RIGHTSDEMANDS, CAUSES OF ACTION ACTION, DEBTS, OBLIGATIONS, PROMISES, ACTS, AGREEMENTS, AND DAMAGES, OF WHATEVER KIND OR DEMANDS WHATSOEVERNATURE, WHETHER KNOWN OR UNKNOWN, SUSPECTED OR UNSUSPECTED, IN CONTINGENT OR FIXED, LIQUIDATED OR UNLIQUIDATED, MATURED OR UNMATURED, WHETHER AT LAW OR IN EQUITY, WHICH THE BORROWER RELEASING PARTIES EVER HAD, NOW HASHAVE, CLAIMS OR MAY, SHALL, OR CAN HEREAFTER HAVE, DIRECTLY OR INDIRECTLY ARISING OUT OF OR IN ANY WAY BASED UPON, CONNECTED WITH, OR RELATED TO HAVE MATTERS, THINGS, ACTS, CONDUCT, AND/OR MAY HAVE AGAINST OMISSIONS AT ANY RELEASED PARTY ARISING PRIOR TO TIME FROM THE BEGINNING OF THE WORLD THROUGH AND INCLUDING THE DATE HEREOF HEREOF, INCLUDING WITHOUT LIMITATION ANY AND FROM ALL CLAIMS AGAINST THE RELEASED PARTIES ARISING UNDER OR IN CONNECTION WITH RELATED TO THE LOAN DOCUMENTS OR THE TRANSACTIONS CONTEMPLATED THEREBY. (c) IN CONNECTION WITH THE RELEASE CONTAINED HEREIN, THE RELEASING PARTIES ACKNOWLEDGE THAT THEY ARE AWARE THAT THEY MAY HEREAFTER DISCOVER CLAIMS PRESENTLY UNKNOWN OR UNSUSPECTED, OR FACTS IN ADDITION TO OR DIFFERENT FROM THOSE WHICH THEY KNOW OR BELIEVE TO BE TRUE, WITH RESPECT TO THE MATTERS RELEASED HEREIN. NEVERTHELESS, IT IS THE INTENTION OF THE RELEASING PARTIES, THROUGH THIS AGREEMENT AND WITH ADVICE OF COUNSEL, FULLY, FINALLY, AND FOREVER TO RELEASE ALL SUCH MATTERS, AND ALL CLAIMS RELATED THERETO, WHICH DO NOW EXIST, OR HERETOFORE HAVE EXISTED. IN FURTHERANCE OF SUCH INTENTION, THE RELEASES HEREIN GIVEN SHALL BE AND REMAIN IN EFFECT AS A FULL AND COMPLETE RELEASE OR WITHDRAWAL OF SUCH MATTERS NOTWITHSTANDING THE DISCOVERY OR EXISTENCE OF ANY SUCH ADDITIONAL OR DIFFERENT CLAIMS OR FACTS RELATED THERETO. (d) THE RELEASING PARTIES COVENANT AND AGREE NOT TO BRING ANY CLAIM, ACTION, SUIT, OR PROCEEDING AGAINST THE RELEASED PARTIES, DIRECTLY OR INDIRECTLY, REGARDING OR RELATED IN ANY MANNER TO THE MATTERS RELEASED HEREBY, AND FURTHER COVENANT AND AGREE THAT THIS AGREEMENT IS A BAR TO ANY SUCH CLAIM, ACTION, SUIT, OR PROCEEDING. (e) THE RELEASING PARTIES REPRESENT AND WARRANT TO THE RELEASED PARTIES THAT THEY HAVE NOT HERETOFORE ASSIGNED OR TRANSFERRED, OR PUPORTED TO ASSIGN OR TRANSFER, TO ANY PERSON OR ENTITY ANY CLAIMS OR OTHER MATTERS HEREIN RELEASED.

Waiver and Release. TO INDUCE THE LENDER AGENT AND THE LENDERS TO AGREE TO THE TERMS OF THIS AMENDMENT, EACH CREDIT OBLIGOR REPRESENTS LOAN PARTY AND WARRANTS THAT ITS AFFILIATES (COLLECTIVELY, THE “RELEASING PARTIES”) REPRESENT AND WARRANT THAT, AS OF THE DATE HEREOF HEREOF, THERE ARE NO CLAIMS OR OFFSETS AGAINST AGAINST, OR RIGHTS OF RECOUPMENT WITH RESPECT TO TO, OR DISPUTES OF, OR DEFENSES OR COUNTERCLAIMS TO ITS TO, THEIR OBLIGATIONS UNDER THE LOAN DOCUMENTS DOCUMENTS, AND IN ACCORDANCE THEREWITH ITTHEY: (a) WAIVES WAIVE ANY AND ALL SUCH CLAIMS, OFFSETS, RIGHTS OF RECOUPMENT, DISPUTES, DEFENSES OR AND COUNTERCLAIMS, WHETHER KNOWN OR UNKNOWN, ARISING PRIOR TO THE DATE HEREOF; AND. (b) RELEASES FOREVER RELEASE, RELIEVE AND DISCHARGES DISCHARGE THE LENDERAGENT, ITS AFFILIATES AND ITS EACH LENDER AND THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEESSHAREHOLDERS, MEMBERS, PARTNERS, PREDECESSORS, SUCCESSORS, ASSIGNS, ATTORNEYS, ACCOUNTANTS, AGENTS, SHAREHOLDERS EMPLOYEES AND ATTORNEYS REPRESENTATIVES (COLLECTIVELY COLLECTIVELY, THE “RELEASED PARTIES”) ), AND EACH OF THEM, FROM ANY AND ALL OBLIGATIONS, INDEBTEDNESSCLAIMS, LIABILITIES, CLAIMS, RIGHTSDEMANDS, CAUSES OF ACTION ACTION, DEBTS, OBLIGATIONS, PROMISES, ACTS, AGREEMENTS AND DAMAGES, OF WHATEVER KIND OR DEMANDS WHATSOEVERNATURE, WHETHER KNOWN OR UNKNOWN, SUSPECTED OR UNSUSPECTED, IN CONTINGENT OR FIXED, LIQUIDATED OR UNLIQUIDATED, MATURED OR UNMATURED, WHETHER AT LAW OR IN EQUITY, WHICH THE BORROWER RELEASING PARTIES EVER HAD, NOW HASHAVE, CLAIMS OR MAY, SHALL OR CAN HEREAFTER HAVE, DIRECTLY OR INDIRECTLY ARISING OUT OF OR IN ANY WAY BASED UPON, CONNECTED WITH, OR RELATED TO HAVE MATTERS, THINGS, ACTS, CONDUCT AND/OR MAY HAVE AGAINST OMISSIONS AT ANY RELEASED PARTY ARISING PRIOR TO TIME FROM THE BEGINNING OF THE WORLD THROUGH AND INCLUDING THE DATE HEREOF HEREOF, INCLUDING WITHOUT LIMITATION ANY AND FROM ALL CLAIMS AGAINST THE RELEASED PARTIES ARISING UNDER OR IN CONNECTION WITH RELATED TO ANY OF THE LOAN DOCUMENTS OR ANY OF THE TRANSACTIONS CONTEMPLATED THEREBY. (c) IN CONNECTION WITH THE RELEASE CONTAINED HEREIN, ACKNOWLEDGE THAT THEY ARE AWARE THAT THEY MAY HEREAFTER DISCOVER CLAIMS PRESENTLY UNKNOWN OR UNSUSPECTED, OR FACTS IN ADDITION TO OR DIFFERENT FROM THOSE WHICH THEY KNOW OR BELIEVE TO BE TRUE, WITH RESPECT TO THE MATTERS RELEASED HEREIN. NEVERTHELESS, IT IS THE INTENTION OF THE RELEASING PARTIES, THROUGH THIS AMENDMENT AND WITH ADVICE OF COUNSEL, FULLY, FINALLY AND FOREVER TO RELEASE ALL SUCH MATTERS, AND ALL CLAIMS RELATED THERETO, WHICH DO NOW EXIST, OR HERETOFORE HAVE EXISTED. IN FURTHERANCE OF SUCH INTENTION, THE RELEASES HEREIN GIVEN SHALL BE AND REMAIN IN EFFECT AS A FULL AND COMPLETE RELEASE OF SUCH MATTERS NOTWITHSTANDING THE DISCOVERY OR EXISTENCE OF ANY SUCH ADDITIONAL OR DIFFERENT CLAIMS OR FACTS RELATED THERETO. (d) COVENANT AND AGREE NOT TO BRING ANY CLAIM, ACTION, SUIT OR PROCEEDING AGAINST THE RELEASED PARTIES, DIRECTLY OR INDIRECTLY, REGARDING OR RELATED IN ANY MANNER TO THE MATTERS RELEASED HEREBY, AND FURTHER COVENANT AND AGREE THAT THIS AGREEMENT IS A BAR TO ANY SUCH CLAIM, ACTION, SUIT OR PROCEEDING. (e) REPRESENT AND WARRANT TO THE RELEASED PARTIES THAT THEY HAVE NOT HERETOFORE ASSIGNED OR TRANSFERRED, OR PURPORTED TO ASSIGN OR TRANSFER, TO ANY PERSON OR ENTITY ANY CLAIMS OR OTHER MATTERS HEREIN RELEASED. (f) ACKNOWLEDGE THAT THEY HAVE HAD THE BENEFIT OF INDEPENDENT LEGAL ADVICE WITH RESPECT TO THE ADVISABILITY OF ENTERING INTO THIS RELEASE AND HEREBY KNOWINGLY, AND UPON SUCH ADVICE OF COUNSEL, WAIVE ANY AND ALL APPLICABLE RIGHTS AND BENEFITS UNDER, AND PROTECTIONS OF, CALIFORNIA CIVIL CODE SECTION 1542, AND ANY AND ALL STATUTES AND DOCTRINES OF SIMILAR EFFECT. CALIFORNIA CIVIL CODE SECTION 1542 PROVIDES AS FOLLOWS:

Waiver and Release. TO INDUCE THE LENDER TO AGREE TO THE TERMS IN CONSIDERATION OF LENDER’S EXECUTION AND DELIVERY OF THIS FOURTH AMENDMENT, BORROWER HEREBY INDIVIDUALLY AND COLLECTIVELY, WAIVES, RELEASES AND FOREVER DISCHARGES LENDER, ITS PREDECESSORS, PARENTS, SUBSIDIARIES, AFFILIATES, AGENTS, EMPLOYEES, OFFICERS, DIRECTORS, SHAREHOLDERS, ATTORNEYS, LEGAL REPRESENTATIVES, SUCCESSORS AND ASSIGNS, AND EACH CREDIT OBLIGOR REPRESENTS OF THEM, OF AND WARRANTS THAT AS OF THE DATE HEREOF THERE ARE NO CLAIMS OR OFFSETS AGAINST OR RIGHTS OF RECOUPMENT WITH RESPECT TO OR DEFENSES OR COUNTERCLAIMS TO ITS OBLIGATIONS UNDER THE LOAN DOCUMENTS AND IN ACCORDANCE THEREWITH IT: (a) WAIVES FROM ANY AND ALL SUCH CLAIMS, OFFSETSDEMANDS, RIGHTS OF RECOUPMENT, DEFENSES OR COUNTERCLAIMS, WHETHER SET-OFFS, DEFENSES, DEBTS, OBLIGATIONS, COSTS, EXPENSES, ACTIONS, CAUSES OF ACTION AND DAMAGES OF EVERY KIND, NATURE AND DESCRIPTION WHATSOEVER, KNOWN OR UNKNOWN, FORESEEABLE OR UNFORESEEABLE, LIQUIDATED OR UNLIQUIDATED, AND INSURED OR UNINSURED, WHICH BORROWER HERETOFORE, NOW AND FROM TIME TO TIME HEREAFTER OWN, HOLD OR HAVE BY REASON OF ANY MATTER, CAUSE OR THING WHATSOEVER, ARISING PRIOR TO ON OR BEFORE THE DATE HEREOF; AND (b) RELEASES AND DISCHARGES THE LENDEROF THIS FOURTH AMENDMENT FROM, ITS AFFILIATES AND ITS AND THEIR OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, SHAREHOLDERS AND ATTORNEYS (COLLECTIVELY THE “RELEASED PARTIES”) FROM ANY AND ALL OBLIGATIONS, INDEBTEDNESS, LIABILITIES, CLAIMS, RIGHTS, CAUSES OF ACTION OR DEMANDS WHATSOEVER, WHETHER KNOWN OR UNKNOWN, SUSPECTED OR UNSUSPECTED, IN LAW OR EQUITY, WHICH THE BORROWER EVER HAD, NOW HAS, CLAIMS RELATING TO HAVE OR MAY HAVE AGAINST ANY RELEASED PARTY ARISING PRIOR TO THE DATE HEREOF AND FROM OR IN CONNECTION WITH THE LOAN DOCUMENTS DOCUMENTS, THE INDEBTEDNESS OR THE TRANSACTIONS CONTEMPLATED THEREBYTHIS FOURTH AMENDMENT.

Waiver and Release. TO INDUCE THE LENDER TO AGREE TO THE TERMS OF THIS AMENDMENT, EACH CREDIT OBLIGOR THE BORROWER REPRESENTS AND WARRANTS THAT AS OF THE DATE HEREOF THERE ARE NO CLAIMS OR OFFSETS AGAINST OR RIGHTS OF RECOUPMENT WITH RESPECT TO OR DEFENSES OR COUNTERCLAIMS TO ITS OBLIGATIONS UNDER THE LOAN DOCUMENTS AND IN ACCORDANCE THEREWITH IT: (a) WAIVES ANY AND ALL SUCH CLAIMS, OFFSETS, RIGHTS OF RECOUPMENT, DEFENSES OR COUNTERCLAIMS, WHETHER KNOWN OR UNKNOWN, ARISING PRIOR TO THE DATE HEREOF; AND (b) RELEASES AND DISCHARGES THE LENDER, ITS AFFILIATES AND ITS AND THEIR OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, SHAREHOLDERS AND ATTORNEYS (COLLECTIVELY THE “RELEASED PARTIES”) FROM ANY AND ALL OBLIGATIONS, INDEBTEDNESS, LIABILITIES, CLAIMS, RIGHTS, CAUSES OF ACTION OR DEMANDS WHATSOEVER, WHETHER KNOWN OR UNKNOWN, SUSPECTED OR UNSUSPECTED, IN LAW OR EQUITY, WHICH THE BORROWER EVER HAD, NOW HAS, CLAIMS TO HAVE OR MAY HAVE AGAINST ANY RELEASED PARTY ARISING PRIOR TO THE DATE HEREOF AND FROM OR IN CONNECTION WITH THE LOAN DOCUMENTS OR THE TRANSACTIONS CONTEMPLATED THEREBY.

Waiver and Release. TO INDUCE THE LENDER HOLDER TO AGREE TO THE TERMS OF THIS AMENDMENT, EACH CREDIT OBLIGOR REPRESENTS BORROWERS AND WARRANTS THAT THEIR RESPECTIVE AFFILIATES (COLLECTIVELY, THE “RELEASING PARTIES”) REPRESENT AND WARRANT THAT, AS OF THE DATE HEREOF HEREOF, THERE ARE NO CLAIMS OR OFFSETS AGAINST AGAINST, OR RIGHTS OF RECOUPMENT WITH RESPECT TO TO, OR DISPUTES OF, OR DEFENSES OR COUNTERCLAIMS TO ITS TO, THEIR OBLIGATIONS UNDER THE LOAN DOCUMENTS DOCUMENTS, AND IN ACCORDANCE THEREWITH ITTHEY: (a) WAIVES WAIVE ANY AND ALL SUCH CLAIMS, OFFSETS, RIGHTS OF RECOUPMENT, DISPUTES, DEFENSES OR AND COUNTERCLAIMS, WHETHER KNOWN OR UNKNOWN, ARISING PRIOR TO THE DATE HEREOF; AND. (b) RELEASES FOREVER RELEASE, RELIEVE, AND DISCHARGES DISCHARGE THE LENDER, ITS AFFILIATES HOLDER AND ITS AND THEIR OFFICERS, DIRECTORS, EMPLOYEESSHAREHOLDERS, MEMBERS, PARTNERS, PREDECESSORS, SUCCESSORS, ASSIGNS, ATTORNEYS, ACCOUNTANTS, AGENTS, SHAREHOLDERS EMPLOYEES, AND ATTORNEYS REPRESENTATIVES (COLLECTIVELY COLLECTIVELY, THE “RELEASED PARTIES”) ), AND EACH OF THEM, FROM ANY AND ALL OBLIGATIONS, INDEBTEDNESSCLAIMS, LIABILITIES, CLAIMS, RIGHTSDEMANDS, CAUSES OF ACTION ACTION, DEBTS, OBLIGATIONS, PROMISES, ACTS, AGREEMENTS, AND DAMAGES, OF WHATEVER KIND OR DEMANDS WHATSOEVERNATURE, WHETHER KNOWN OR UNKNOWN, SUSPECTED OR UNSUSPECTED, IN CONTINGENT OR FIXED, LIQUIDATED OR UNLIQUIDATED, MATURED OR UNMATURED, WHETHER AT LAW OR IN EQUITY, WHICH THE BORROWER RELEASING PARTIES EVER HAD, NOW HASHAVE, CLAIMS OR MAY, SHALL, OR CAN HEREAFTER HAVE, DIRECTLY OR INDIRECTLY ARISING OUT OF OR IN ANY WAY BASED UPON, CONNECTED WITH, OR RELATED TO HAVE MATTERS, THINGS, ACTS, CONDUCT, AND/OR MAY HAVE AGAINST OMISSIONS AT ANY RELEASED PARTY ARISING PRIOR TO TIME FROM THE BEGINNING OF THE WORLD THROUGH AND INCLUDING THE DATE HEREOF HEREOF, INCLUDING WITHOUT LIMITATION ANY AND FROM ALL CLAIMS AGAINST THE RELEASED PARTIES ARISING UNDER OR IN CONNECTION WITH RELATED TO ANY OF THE LOAN DOCUMENTS OR ANY OF THE TRANSACTIONS CONTEMPLATED THEREBY. (c) IN CONNECTION WITH THE RELEASE CONTAINED HEREIN, THE RELEASING PARTIES ACKNOWLEDGE THAT THEY ARE AWARE THAT THEY MAY HEREAFTER DISCOVER CLAIMS PRESENTLY UNKNOWN OR UNSUSPECTED, OR FACTS IN ADDITION TO OR DIFFERENT FROM THOSE WHICH THEY KNOW OR BELIEVE TO BE TRUE, WITH RESPECT TO THE MATTERS RELEASED HEREIN. NEVERTHELESS, IT IS THE INTENTION OF THE RELEASING PARTIES, THROUGH THIS AMENDMENT AND WITH ADVICE OF COUNSEL, FULLY, FINALLY, AND FOREVER TO RELEASE ALL SUCH MATTERS, AND ALL CLAIMS RELATED THERETO, WHICH DO NOW EXIST, OR HERETOFORE HAVE EXISTED. IN FURTHERANCE OF SUCH INTENTION, THE RELEASES HEREIN GIVEN SHALL BE AND REMAIN IN EFFECT AS A FULL AND COMPLETE RELEASE OF SUCH MATTERS NOTWITHSTANDING THE DISCOVERY OR EXISTENCE OF ANY SUCH ADDITIONAL OR DIFFERENT CLAIMS OR FACTS RELATED THERETO. (d) THE RELEASING PARTIES COVENANT AND AGREE NOT TO BRING ANY CLAIM, ACTION, SUIT, OR PROCEEDING AGAINST THE RELEASED PARTIES, DIRECTLY OR INDIRECTLY, REGARDING OR RELATED IN ANY MANNER TO THE MATTERS RELEASED HEREBY, AND FURTHER COVENANT AND AGREE THAT THIS AMENDMENT IS A BAR TO ANY SUCH CLAIM, ACTION, SUIT, OR PROCEEDING. (e) THE RELEASING PARTIES REPRESENT AND WARRANT TO THE RELEASED PARTIES THAT THEY HAVE NOT HERETOFORE ASSIGNED OR TRANSFERRED, OR PURPORTED TO ASSIGN OR TRANSFER, TO ANY PERSON OR ENTITY ANY CLAIMS OR OTHER MATTERS HEREIN RELEASED. (f) THE RELEASING PARTIES ACKNOWLEDGE THAT THEY HAVE HAD THE BENEFIT OF INDEPENDENT LEGAL ADVICE WITH RESPECT TO THE ADVISABILITY OF ENTERING INTO THIS RELEASE AND HEREBY KNOWINGLY, AND UPON SUCH ADVICE OF COUNSEL, WAIVE ANY AND ALL APPLICABLE RIGHTS AND BENEFITS UNDER, AND PROTECTIONS OF ANY AND ALL CIVIL CODES, STATUTES AND DOCTRINES THAT PROVIDE THAT A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, AND THAT IF KNOWN BY HIM OR HER, WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY.

Waiver and Release. TO INDUCE THE LENDER TO AGREE TO THE TERMS OF THIS AMENDMENTEach of the Note Parties warrants and represents to Purchaser that its obligations under the Note Documents are not subject to any credits, EACH CREDIT OBLIGOR REPRESENTS AND WARRANTS THAT AS OF THE DATE HEREOF THERE ARE NO CLAIMS OR OFFSETS AGAINST OR RIGHTS OF RECOUPMENT WITH RESPECT TO OR DEFENSES OR COUNTERCLAIMS TO ITS OBLIGATIONS UNDER THE LOAN DOCUMENTS AND IN ACCORDANCE THEREWITH IT:charges, claims, or rights of offset or deduction of any kind or character whatsoever and, as a material part of the consideration for Purchaser entering into this Agreement, each agrees as follows (the “Release Provision”): (a) WAIVES EACH OF THE NOTE PARTIES HEREBY RELEASES AND FOREVER DISCHARGES PURCHASER AND ITS PREDECESSORS, SUCCESSORS, ASSIGNS, OFFICERS, MANAGERS, DIRECTORS, MEMBERS, SHAREHOLDERS, EMPLOYEES, AGENTS, ATTORNEYS, REPRESENTATIVES, PARENT CORPORATIONS, SUBSIDIARIES, AND AFFILIATES (HEREINAFTER ALL OF THE ABOVE COLLECTIVELY REFERRED TO AS “RELEASED PARTIES”) JOINTLY AND SEVERALLY FROM ANY AND ALL SUCH CLAIMS, COUNTERCLAIMS, DEMANDS, DAMAGES, DEBTS, AGREEMENTS, COVENANTS, SUITS, CONTRACTS, OBLIGATIONS, LIABILITIES, ACCOUNTS, OFFSETS, RIGHTS RIGHTS, ACTIONS, AND CAUSES OF RECOUPMENTACTION OF ANY NATURE WHATSOEVER OCCURRING PRIOR TO THE DATE HEREOF, DEFENSES INCLUDING, WITHOUT LIMITATION, ALL CLAIMS, DEMANDS, AND CAUSES OF ACTION FOR CONTRIBUTION AND INDEMNITY, RE-CHARACTERIZATION, OR COUNTERCLAIMSEQUITABLE SUBORDINATION, WHETHER ARISING AT LAW OR IN EQUITY, PRESENTLY POSSESSED, WHETHER KNOWN OR UNKNOWN, ARISING PRIOR WHETHER LIABILITY BE DIRECT OR INDIRECT, LIQUIDATED OR UNLIQUIDATED, PRESENTLY ACCRUED, WHETHER ABSOLUTE OR CONTINGENT, FORESEEN OR UNFORESEEN, AND WHETHER OR NOT HERETOFORE ASSERTED (“CLAIMS”), WHICH EACH OF THE NOTE PARTIES MAY HAVE OR CLAIM TO HAVE AGAINST ANY OF THE DATE HEREOF; ANDRELEASED PARTIES. (b) RELEASES AND DISCHARGES THE LENDEREach of the Note Parties agrees not to sue any of the Released Parties or in any way assist any other Person in suing any of the Released Parties with respect to any Claim released herein. The Release Provision may be pleaded as a full and complete defense to, ITS AFFILIATES AND ITS AND THEIR OFFICERSand may be used as the basis for an injunction against, DIRECTORSany action, EMPLOYEESsuit, AGENTSor other proceeding that may be instituted, SHAREHOLDERS AND ATTORNEYS prosecuted, or attempted in breach of the release contained herein. (COLLECTIVELY THE “RELEASED PARTIES”c) FROM ANY AND ALL OBLIGATIONSEach of the Note Parties acknowledges, INDEBTEDNESSwarrants, LIABILITIES, CLAIMS, RIGHTS, CAUSES OF ACTION OR DEMANDS WHATSOEVER, WHETHER KNOWN OR UNKNOWN, SUSPECTED OR UNSUSPECTED, IN LAW OR EQUITY, WHICH THE BORROWER EVER HAD, NOW HAS, CLAIMS TO HAVE OR MAY HAVE AGAINST ANY RELEASED PARTY ARISING PRIOR TO THE DATE HEREOF AND FROM OR IN CONNECTION WITH THE LOAN DOCUMENTS OR THE TRANSACTIONS CONTEMPLATED THEREBYand represents that it has read and understands the Release Provision and has had the assistance of independent counsel of its own choice in considering the terms of the Release Provision.

Waiver and Release. TO INDUCE THE LENDER AGENT AND THE MAJORITY LENDERS TO AGREE TO THE TERMS OF THIS AMENDMENTAGREEMENT, EACH CREDIT OBLIGOR REPRESENTS THE BORROWER AND WARRANTS THAT ITS AFFILIATES (COLLECTIVELY, THE “RELEASING PARTIES”) REPRESENT AND WARRANT THAT, AS OF THE DATE HEREOF HEREOF, THERE ARE NO CLAIMS OR OFFSETS AGAINST AGAINST, OR RIGHTS OF RECOUPMENT WITH RESPECT TO TO, OR DISPUTES OF, OR DEFENSES OR COUNTERCLAIMS TO ITS TO, THEIR OBLIGATIONS UNDER THE LOAN DOCUMENTS DOCUMENTS, AND IN ACCORDANCE THEREWITH ITTHEY: (a) WAIVES WAIVE ANY AND ALL SUCH CLAIMS, OFFSETS, RIGHTS OF RECOUPMENT, DISPUTES, DEFENSES OR AND COUNTERCLAIMS, WHETHER KNOWN OR UNKNOWN, ARISING PRIOR TO THE DATE HEREOF; AND. (b) RELEASES FOREVER RELEASE, RELIEVE, AND DISCHARGES DISCHARGE THE LENDER, ITS AFFILIATES LENDER AND ITS AND THEIR OFFICERS, DIRECTORS, EMPLOYEESSHAREHOLDERS, MEMBERS, PARTNERS, PREDECESSORS, SUCCESSORS, ASSIGNS, ATTORNEYS, ACCOUNTANTS, AGENTS, SHAREHOLDERS EMPLOYEES AND ATTORNEYS REPRESENTATIVES (COLLECTIVELY COLLECTIVELY, THE “RELEASED PARTIES”) ), AND EACH OF THEM, FROM ANY AND ALL OBLIGATIONS, INDEBTEDNESSCLAIMS, LIABILITIES, CLAIMS, RIGHTSDEMANDS, CAUSES OF ACTION ACTION, DEBTS, OBLIGATIONS, PROMISES, ACTS, AGREEMENTS AND DAMAGES, OF WHATEVER KIND OR DEMANDS WHATSOEVERNATURE, WHETHER KNOWN OR UNKNOWN, SUSPECTED OR UNSUSPECTED, IN CONTINGENT OR FIXED, LIQUIDATED OR UNLIQUIDATED, MATURED OR UNMATURED, WHETHER AT LAW OR IN EQUITY, WHICH THE BORROWER RELEASING PARTIES EVER HAD, NOW HASHAVE, CLAIMS OR MAY, SHALL OR CAN HEREAFTER HAVE, DIRECTLY OR INDIRECTLY ARISING OUT OF OR IN ANY WAY BASED UPON, CONNECTED WITH, OR RELATED TO HAVE MATTERS, THINGS, ACTS, CONDUCT AND/OR MAY HAVE AGAINST OMISSIONS AT ANY RELEASED PARTY ARISING PRIOR TO TIME FROM THE BEGINNING OF THE WORLD THROUGH AND INCLUDING THE DATE HEREOF HEREOF, INCLUDING WITHOUT LIMITATION ANY AND FROM ALL CLAIMS AGAINST THE RELEASED PARTIES ARISING UNDER OR IN CONNECTION WITH RELATED TO ANY OF THE LOAN DOCUMENTS OR ANY OF THE TRANSACTIONS CONTEMPLATED THEREBY. (c) IN CONNECTION WITH THE RELEASE CONTAINED HEREIN, ACKNOWLEDGE THAT THEY ARE AWARE THAT THEY MAY HEREAFTER DISCOVER CLAIMS PRESENTLY UNKNOWN OR UNSUSPECTED, OR FACTS IN ADDITION TO OR DIFFERENT FROM THOSE WHICH THEY KNOW OR BELIEVE TO BE TRUE, WITH RESPECT TO THE MATTERS RELEASED HEREIN. NEVERTHELESS, IT IS THE INTENTION OF THE RELEASING PARTIES, THROUGH THIS AGREEMENT AND WITH ADVICE OF COUNSEL, FULLY, FINALLY AND FOREVER TO RELEASE ALL SUCH MATTERS, AND ALL CLAIMS RELATED THERETO, WHICH DO NOW EXIST, OR HERETOFORE HAVE EXISTED. IN FURTHERANCE OF SUCH INTENTION, THE RELEASES HEREIN GIVEN SHALL BE AND REMAIN IN EFFECT AS A FULL AND COMPLETE RELEASE OF SUCH MATTERS NOTWITHSTANDING THE DISCOVERY OR EXISTENCE OF ANY SUCH ADDITIONAL OR DIFFERENT CLAIMS OR FACTS RELATED THERETO. (d) COVENANT AND AGREE NOT TO BRING ANY CLAIM, ACTION, SUIT OR PROCEEDING AGAINST THE RELEASED PARTIES, DIRECTLY OR INDIRECTLY, REGARDING OR RELATED IN ANY MANNER TO THE MATTERS RELEASED HEREBY, AND FURTHER COVENANT AND AGREE THAT THIS AGREEMENT IS A BAR TO ANY SUCH CLAIM, ACTION, SUIT OR PROCEEDING. (e) REPRESENT AND WARRANT TO THE RELEASED PARTIES THAT THEY HAVE NOT HERETOFORE ASSIGNED OR TRANSFERRED, OR PURPORTED TO ASSIGN OR TRANSFER, TO ANY PERSON OR ENTITY ANY CLAIMS OR OTHER MATTERS HEREIN RELEASED. (f) THE RELEASING PARTIES ACKNOWLEDGE THAT THEY HAVE HAD THE BENEFIT OF INDEPENDENT LEGAL ADVICE WITH RESPECT TO THE ADVISABILITY OF ENTERING INTO THIS RELEASE AND HEREBY KNOWINGLY, AND UPON SUCH ADVICE OF COUNSEL, WAIVE ANY AND ALL APPLICABLE RIGHTS AND BENEFITS UNDER, AND PROTECTIONS OF, CALIFORNIA CIVIL CODE SECTION 1542, AND ANY AND ALL STATUTES AND DOCTRINES OF SIMILAR EFFECT. CALIFORNIA CIVIL CODE SECTION 1542 PROVIDES AS FOLLOWS:

Waiver and Release. TO INDUCE THE LENDER TO AGREE TO THE TERMS OF THIS AMENDMENTThe Obligors warrant and represent to the Lender that the loans evidenced by the Loan Documents are not subject to any credits, EACH CREDIT OBLIGOR REPRESENTS AND WARRANTS THAT AS OF THE DATE HEREOF THERE ARE NO CLAIMS OR OFFSETS AGAINST OR RIGHTS OF RECOUPMENT WITH RESPECT TO OR DEFENSES OR COUNTERCLAIMS TO ITS OBLIGATIONS UNDER THE LOAN DOCUMENTS AND IN ACCORDANCE THEREWITH IT:charges, claims, or rights of offset or deduction of any kind or character whatsoever and, as a material part of the consideration for the Lender entering into this Agreement, each Obligor agrees as follows (the “Release Provision”): (a) WAIVES EACH OBLIGOR HEREBY RELEASES AND FOREVER DISCHARGES THE LENDER AND EACH OF ITS PREDECESSORS, SUCCESSORS, ASSIGNS, OFFICERS, MANAGERS, DIRECTORS, MEMBERS, SHAREHOLDERS, EMPLOYEES, AGENTS, ATTORNEYS, REPRESENTATIVES, PARENT CORPORATIONS, SUBSIDIARIES, AND AFFILIATES (HEREINAFTER ALL OF THE ABOVE COLLECTIVELY REFERRED TO AS “RELEASED PARTIES”) JOINTLY AND SEVERALLY FROM ANY AND ALL SUCH CLAIMS, COUNTERCLAIMS, DEMANDS, DAMAGES, DEBTS, AGREEMENTS, COVENANTS, SUITS, CONTRACTS, OBLIGATIONS, LIABILITIES, ACCOUNTS, OFFSETS, RIGHTS RIGHTS, ACTIONS, AND CAUSES OF RECOUPMENTACTION OF ANY NATURE WHATSOEVER OCCURRING PRIOR TO THE DATE HEREOF, DEFENSES INCLUDING, WITHOUT LIMITATION, ALL CLAIMS, DEMANDS, AND CAUSES OF ACTION FOR CONTRIBUTION AND INDEMNITY, WHETHER ARISING AT LAW OR COUNTERCLAIMSIN EQUITY, PRESENTLY POSSESSED, WHETHER KNOWN OR UNKNOWN, ARISING PRIOR WHETHER LIABILITY BE DIRECT OR INDIRECT, LIQUIDATED OR UNLIQUIDATED, PRESENTLY ACCRUED, WHETHER ABSOLUTE OR CONTINGENT, FORESEEN OR UNFORESEEN, AND WHETHER OR NOT HERETOFORE ASSERTED (“CLAIMS”), WHICH BORROWER MAY HAVE OR CLAIM TO THE DATE HEREOF; ANDHAVE AGAINST ANY RELEASED PARTIES. (b) RELEASES AND DISCHARGES THE LENDEREach Obligor agrees not to ▇▇▇ any Released Parties or in any way assist any other Person in suing any Released Parties with respect to any Claim released herein. The Release Provision may be pleaded as a full and complete defense to, ITS AFFILIATES AND ITS AND THEIR OFFICERSand may be used as the basis for an injunction against, DIRECTORSany action, EMPLOYEESsuit, AGENTSor other proceeding which may be instituted, SHAREHOLDERS AND ATTORNEYS prosecuted, or attempted in breach of the release contained herein. (COLLECTIVELY THE “RELEASED PARTIES”c) FROM ANY AND ALL OBLIGATIONSEach Obligor acknowledges, INDEBTEDNESSwarrants, LIABILITIESand represents to Released Parties that: (i) Each Obligor has read and understands the effect of the Release Provision. Each Obligor has had the assistance of independent counsel of its own choice, CLAIMSor has had the opportunity to retain such independent counsel, RIGHTSin reviewing, CAUSES OF ACTION OR DEMANDS WHATSOEVERdiscussing, WHETHER KNOWN OR UNKNOWNand considering all the terms of the Release Provision; and if counsel was retained, SUSPECTED OR UNSUSPECTEDcounsel for each Obligor has read and considered the Release Provision and advised each Obligor to execute the same. Before execution of this Agreement, IN LAW OR EQUITYeach Obligor has had adequate opportunity to make whatever investigation or inquiry it may deem necessary or desirable in connection with the subject matter of the Release Provision. (ii) Each Obligor is not acting in reliance on any representation, WHICH THE BORROWER EVER HADunderstanding, NOW HASor agreement not expressly set forth herein. Each Obligor acknowledges that the Released Parties have not made any representation with respect to the Release Provision except as expressly set forth herein. (iii) Each Obligor has executed this Agreement and the Release Provision thereof as its free and voluntary act, CLAIMS TO HAVE OR MAY HAVE AGAINST ANY RELEASED PARTY ARISING PRIOR TO THE DATE HEREOF AND FROM OR IN CONNECTION WITH THE LOAN DOCUMENTS OR THE TRANSACTIONS CONTEMPLATED THEREBYwithout any duress, coercion, or undue influence exerted by or on behalf of any Person. (iv) Each Obligor is the sole owner of the Claims released by the Release Provision, and each Obligor has not heretofore conveyed or assigned any interest in any such Claims to any other Person. (d) Each Obligor understands that the Release Provision was a material consideration in the agreement of the Lender to enter into this Agreement. (e) It is the express intent of the Borrower that the release and discharge set forth in the Release Provision be construed as broadly as possible in favor of the Released Parties so as to foreclose forever the assertion by each Obligor of any claims released hereby against Released Parties. (f) If any term, provision, covenant, or condition of the Release Provision is held by a court of competent jurisdiction to be invalid, illegal, or unenforceable, the remainder of the provisions shall remain in full force and effect.

Waiver and Release. UPON THE CLOSING, SUBJECT TO INDUCE CLAIMS FOR INDEMNIFICATION PURSUANT TO ARTICLE XI (SURVIVAL; INDEMNIFICATION), THE LENDER COMPANY SHALL ASSUME THE RISK THAT ADVERSE MATTERS, INCLUDING, ADVERSE ENVIRONMENTAL CONDITIONS, MAY NOT HAVE BEEN REVEALED BY THE PC ENTITIES’ OR THE COMPANY’S INVESTIGATION, AND UPON THE CLOSING, THE COMPANY SHALL BE DEEMED TO AGREE TO THE TERMS OF THIS AMENDMENTHAVE WAIVED, EACH CREDIT OBLIGOR REPRESENTS RELINQUISHED AND WARRANTS THAT AS OF THE DATE HEREOF THERE ARE NO CLAIMS OR OFFSETS RELEASED PLUM CREEK AND PC MEMBER (AND THEIR RESPECTIVE AFFILIATES) FROM AND AGAINST OR RIGHTS OF RECOUPMENT WITH RESPECT TO OR DEFENSES OR COUNTERCLAIMS TO ITS OBLIGATIONS UNDER THE LOAN DOCUMENTS AND IN ACCORDANCE THEREWITH IT: (a) WAIVES ANY AND ALL SUCH CLAIMS, OFFSETSDEMANDS, RIGHTS CAUSES OF RECOUPMENTACTION (INCLUDING CAUSES OF ACTION IN TORT), DEFENSES LOSSES, DAMAGES, LIABILITIES, COSTS AND EXPENSES (INCLUDING ATTORNEYS’ FEES AND COURT COSTS) OF ANY AND EVERY KIND OR COUNTERCLAIMSCHARACTER, WHETHER KNOWN OR UNKNOWN, WHICH THE COMPANY MIGHT HAVE ASSERTED OR ALLEGED AGAINST ANY OF THEM AT ANY TIME BY REASON OF OR ARISING OUT OF PHYSICAL CONDITIONS, VIOLATIONS OF ANY APPLICABLE LAWS (INCLUDING ANY ENVIRONMENTAL LAWS) AND ANY AND ALL OTHER ACTS, OMISSIONS, EVENTS, CIRCUMSTANCES OR MATTERS REGARDING THE CONVEYED ASSETS, THE CONTRIBUTION LLC INTEREST, OR THE SALE LLC INTERESTS. THE COMPANY AGREES THAT, SUBJECT TO CLAIMS FOR INDEMNIFICATION PURSUANT TO ARTICLE XI BELOW, SHOULD ANY INVESTIGATION, CLEANUP, REMEDIATION, CORRECTING ACTION OR REMOVAL OF HAZARDOUS SUBSTANCES OR OTHER ADVERSE ENVIRONMENTAL CONDITIONS ON THE TIMBERLANDS BE REQUIRED AFTER THE CLOSING, SUCH INVESTIGATION, CLEAN-UP, REMOVAL, CORRECTING ACTION OR REMEDIATION SHALL BE THE RESPONSIBILITY OF AND SHALL BE PERFORMED AT THE SOLE COST AND EXPENSE OF THE COMPANY, THE CONTRIBUTION LLC, OR THE SALE LLC. NOTWITHSTANDING ANYTHING CONTAINED HEREIN TO THE CONTRARY, nothing herein shall be deemed to waive (i) Company’s right to file a counterclaim or crossclaim naming a PC Entity in defense of any suit filed by a Governmental Authority OR Other THIRD PARTY against the Company with respect to the environmental condition of any Timberlands EXISTING PRIOR TO THE DATE HEREOF; AND EFFECTIVE TIME or PRE-CLOSING noncompliance with Environmental Laws with respect thereto, or (bii) RELEASES AND DISCHARGES THE LENDER, ITS AFFILIATES AND ITS AND THEIR OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, SHAREHOLDERS AND ATTORNEYS (COLLECTIVELY THE “RELEASED PARTIES”) FROM ANY AND ALL OBLIGATIONS, INDEBTEDNESS, LIABILITIES, CLAIMS, RIGHTS, CAUSES OF ACTION OR DEMANDS WHATSOEVER, WHETHER KNOWN OR UNKNOWN, SUSPECTED OR UNSUSPECTED, IN LAW OR EQUITY, WHICH THE BORROWER EVER HAD, NOW HAS, CLAIMS TO HAVE OR MAY HAVE AGAINST ANY RELEASED PARTY ARISING PRIOR TO THE DATE HEREOF AND FROM OR IN CONNECTION WITH THE LOAN DOCUMENTS OR THE TRANSACTIONS CONTEMPLATED THEREBYany claims against PC Entities with respect to the PC Entities’ access and/or use of the Timberlands following Closing.

Waiver and Release. TO INDUCE THE LENDER TO AGREE TO THE TERMS OF THIS AMENDMENT, THE BORROWER AND HOLDINGS EACH CREDIT OBLIGOR REPRESENTS AND WARRANTS THAT AS OF THE DATE HEREOF THERE ARE NO CLAIMS OR OFFSETS AGAINST OR RIGHTS OF RECOUPMENT WITH RESPECT TO OR DEFENSES OR COUNTERCLAIMS TO ITS OBLIGATIONS UNDER THE LOAN DOCUMENTS AND IN ACCORDANCE THEREWITH IT: (a) WAIVES ANY AND ALL SUCH CLAIMS, OFFSETS, RIGHTS OF RECOUPMENT, DEFENSES OR COUNTERCLAIMS, WHETHER KNOWN OR UNKNOWN, ARISING PRIOR TO THE DATE HEREOF; AND (b) RELEASES AND DISCHARGES THE LENDER, ITS AFFILIATES AND ITS AND THEIR OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, SHAREHOLDERS AND ATTORNEYS (COLLECTIVELY THE “RELEASED PARTIES”) FROM ANY AND ALL OBLIGATIONS, INDEBTEDNESS, LIABILITIES, CLAIMS, RIGHTS, CAUSES OF ACTION OR DEMANDS WHATSOEVER, WHETHER KNOWN OR UNKNOWN, SUSPECTED OR UNSUSPECTED, IN LAW OR EQUITY, WHICH THE BORROWER EVER HAD, NOW HAS, CLAIMS TO HAVE OR MAY HAVE AGAINST ANY RELEASED PARTY ARISING PRIOR TO THE DATE HEREOF AND FROM OR IN CONNECTION WITH THE LOAN DOCUMENTS OR THE TRANSACTIONS CONTEMPLATED THEREBY.

Waiver and Release. TO INDUCE THE LENDER TO AGREE TO THE TERMS OF THIS AMENDMENT, HOLDINGS AND THE BORROWER EACH CREDIT OBLIGOR REPRESENTS AND WARRANTS THAT AS OF THE DATE HEREOF THERE ARE NO CLAIMS OR OFFSETS AGAINST OR RIGHTS OF RECOUPMENT WITH RESPECT TO OR DEFENSES OR COUNTERCLAIMS TO ITS OBLIGATIONS UNDER THE LOAN DOCUMENTS AND IN ACCORDANCE THEREWITH IT: (a) WAIVES ANY AND ALL SUCH CLAIMS, OFFSETS, RIGHTS OF RECOUPMENT, DEFENSES OR COUNTERCLAIMS, WHETHER KNOWN OR UNKNOWN, ARISING PRIOR TO THE DATE HEREOF; AND (b) RELEASES AND DISCHARGES THE LENDER, ITS AFFILIATES AND ITS AND THEIR OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, SHAREHOLDERS AND ATTORNEYS (COLLECTIVELY THE “RELEASED PARTIES”) FROM ANY AND ALL OBLIGATIONS, INDEBTEDNESS, LIABILITIES, CLAIMS, RIGHTS, CAUSES OF ACTION OR DEMANDS WHATSOEVER, WHETHER KNOWN OR UNKNOWN, SUSPECTED OR UNSUSPECTED, IN LAW OR EQUITY, WHICH THE BORROWER EVER HAD, NOW HAS, CLAIMS TO HAVE OR MAY HAVE AGAINST ANY RELEASED PARTY ARISING PRIOR TO THE DATE HEREOF AND FROM OR IN CONNECTION WITH THE LOAN DOCUMENTS OR THE TRANSACTIONS CONTEMPLATED THEREBY.

Waiver and Release. TO INDUCE THE LENDER ADMINISTRATIVE AGENT, ACTING ON BEHALF OF THE LENDERS, TO AGREE TO THE TERMS OF THIS AMENDMENT, EACH CREDIT OBLIGOR REPRESENTS THE BORROWER, THE ADDITIONAL DELAYED DRAW BORROWER AND WARRANTS THE GUARANTORS AND THEIR AFFILIATES (COLLECTIVELY, THE RELEASING PARTIES”) REPRESENT AND WARRANT THAT AS OF THE DATE HEREOF THERE ARE NO CLAIMS OR OFFSETS AGAINST OR RIGHTS OF RECOUPMENT WITH RESPECT TO OR DEFENSES OR COUNTERCLAIMS TO ITS THEIR OBLIGATIONS UNDER THE LOAN DOCUMENTS AND IN ACCORDANCE THEREWITH ITTHEY: (a) WAIVES WAIVE ANY AND ALL SUCH CLAIMS, OFFSETS, RIGHTS OF RECOUPMENT, DEFENSES OR COUNTERCLAIMS, WHETHER KNOWN OR UNKNOWN, ARISING PRIOR TO THE DATE HEREOF; AND (b) RELEASES FOREVER RELEASE, RELIEVE, AND DISCHARGES DISCHARGE THE LENDERADMINISTRATIVE AGENT, ITS AFFILIATES AND ITS AND THE LENDERS, THEIR OFFICERS, DIRECTORS, EMPLOYEESSHAREHOLDERS, MEMBERS, PARTNERS, PREDECESSORS, SUCCESSORS, ASSIGNS, ATTORNEYS, ACCOUNTANTS, AGENTS, SHAREHOLDERS EMPLOYEES, AND ATTORNEYS REPRESENTATIVES (COLLECTIVELY COLLECTIVELY, THE “RELEASED PARTIES”) ), AND EACH OF THEM, FROM ANY AND ALL OBLIGATIONS, INDEBTEDNESSCLAIMS, LIABILITIES, CLAIMS, RIGHTSDEMANDS, CAUSES OF ACTION ACTION, DEBTS, OBLIGATIONS, PROMISES, ACTS, AGREEMENTS, AND DAMAGES, OF WHATEVER KIND OR DEMANDS WHATSOEVERNATURE, WHETHER KNOWN OR UNKNOWN, SUSPECTED OR UNSUSPECTED, IN CONTINGENT OR FIXED, LIQUIDATED OR UNLIQUIDATED, MATURED OR UNMATURED, WHETHER AT LAW OR IN EQUITY, WHICH THE BORROWER RELEASING PARTIES EVER HAD, NOW HASHAVE, CLAIMS OR MAY, SHALL, OR CAN HEREAFTER HAVE, DIRECTLY OR INDIRECTLY ARISING OUT OF OR IN ANY WAY BASED UPON, CONNECTED WITH, OR RELATED TO HAVE MATTERS, THINGS, ACTS, CONDUCT, AND/OR MAY HAVE AGAINST OMISSIONS AT ANY RELEASED PARTY ARISING PRIOR TO TIME FROM THE BEGINNING OF THE WORLD THROUGH AND INCLUDING THE DATE HEREOF HEREOF, INCLUDING WITHOUT LIMITATION ANY AND FROM ALL CLAIMS AGAINST THE RELEASED PARTIES ARISING UNDER OR IN CONNECTION WITH RELATED TO THE LOAN DOCUMENTS OR THE TRANSACTIONS CONTEMPLATED THEREBY. (c) IN CONNECTION WITH THE RELEASE CONTAINED HEREIN, THE RELEASING PARTIES ACKNOWLEDGE THAT THEY ARE AWARE THAT THEY MAY HEREAFTER DISCOVER CLAIMS PRESENTLY UNKNOWN OR UNSUSPECTED, OR FACTS IN ADDITION TO OR DIFFERENT FROM THOSE WHICH THEY KNOW OR BELIEVE TO BE TRUE, WITH RESPECT TO THE MATTERS RELEASED HEREIN. NEVERTHELESS, IT IS THE INTENTION OF THE RELEASING PARTIES, THROUGH THIS AGREEMENT AND WITH ADVICE OF COUNSEL, FULLY, FINALLY, AND FOREVER TO RELEASE ALL SUCH MATTERS, AND ALL CLAIMS RELATED THERETO, WHICH DO NOW EXIST, OR HERETOFORE HAVE EXISTED. IN FURTHERANCE OF SUCH INTENTION, THE RELEASES HEREIN GIVEN SHALL BE AND REMAIN IN EFFECT AS A FULL AND COMPLETE RELEASE OR WITHDRAWAL OF SUCH MATTERS NOTWITHSTANDING THE DISCOVERY OR EXISTENCE OF ANY SUCH ADDITIONAL OR DIFFERENT CLAIMS OR FACTS RELATED THERETO. (d) THE RELEASING PARTIES COVENANT AND AGREE NOT TO BRING ANY CLAIM, ACTION, SUIT, OR PROCEEDING AGAINST THE RELEASED PARTIES, DIRECTLY OR INDIRECTLY, REGARDING OR RELATED IN ANY MANNER TO THE MATTERS RELEASED HEREBY, AND FURTHER COVENANT AND AGREE THAT THIS AGREEMENT IS A BAR TO ANY SUCH CLAIM, ACTION, SUIT, OR PROCEEDING. (e) THE RELEASING PARTIES REPRESENT AND WARRANT TO THE RELEASED PARTIES THAT THEY HAVE NOT HERETOFORE ASSIGNED OR TRANSFERRED, OR PURPORTED TO ASSIGN OR TRANSFER, TO ANY PERSON OR ENTITY ANY CLAIMS OR OTHER MATTERS HEREIN RELEASED.

Waiver and Release. TO INDUCE IN CONSIDERATION OF THE LENDER TO AGREE TO WAIVER HEREIN AND OTHER GOOD AND VALUABLE CONSIDERATION, THE TERMS RECEIPT AND SUFFICIENCY OF THIS AMENDMENTWHICH IS HEREBY ACKNOWLEDGED, EACH CREDIT OBLIGOR REPRESENTS LOAN PARTY HEREBY WAIVES, REMISES, RELEASES, AND WARRANTS THAT AS OF FOREVER DISCHARGES EACH LENDER, SECURED PARTY, AND THE DATE HEREOF THERE ARE NO CLAIMS OR OFFSETS ADMINISTRATIVE AGENT, THEIR RESPECTIVE PREDECESSORS AND ITS SUCCESSORS, ASSIGNS, AFFILIATES, SHAREHOLDERS, DIRECTORS, OFFICERS, ACCOUNTANTS, ATTORNEYS, EMPLOYEES, AGENTS, REPRESENTATIVES, AND SERVANTS (COLLECTIVELY, THE “RELEASED PARTIES”) OF, FROM AND AGAINST OR RIGHTS OF RECOUPMENT WITH RESPECT TO OR DEFENSES OR COUNTERCLAIMS TO ITS OBLIGATIONS UNDER THE LOAN DOCUMENTS AND IN ACCORDANCE THEREWITH IT: (a) WAIVES ANY AND ALL SUCH CLAIMS, OFFSETSACTIONS, RIGHTS CAUSES OF RECOUPMENTACTION, DEFENSES OR COUNTERCLAIMSSUITS, PROCEEDINGS, CONTRACTS, JUDGMENTS, DAMAGES, ACCOUNTS, RECKONINGS, EXECUTIONS, AND LIABILITIES WHATSOEVER OF EVERY NAME AND NATURE, WHETHER KNOWN OR UNKNOWN, ARISING PRIOR TO THE DATE HEREOF; AND (b) RELEASES WHETHER OR NOT WELL FOUNDED IN FACT OR IN LAW, AND DISCHARGES THE LENDERWHETHER IN LAW, ITS AFFILIATES AND ITS AND THEIR OFFICERSAT EQUITY, DIRECTORS, EMPLOYEES, AGENTS, SHAREHOLDERS AND ATTORNEYS (COLLECTIVELY THE “RELEASED PARTIES”) FROM ANY AND ALL OBLIGATIONS, INDEBTEDNESS, LIABILITIES, CLAIMS, RIGHTS, CAUSES OF ACTION OR DEMANDS WHATSOEVER, WHETHER KNOWN OR UNKNOWN, SUSPECTED OR UNSUSPECTED, IN LAW OR EQUITYOTHERWISE, WHICH THE BORROWER UNDERSIGNED EVER HADHAD OR NOW HAS FOR OR BY REASON OF ANY MATTER, NOW HASCAUSE, CLAIMS OR ANYTHING WHATSOEVER TO HAVE THIS DATE RELATING TO OR MAY HAVE AGAINST ARISING OUT OF THE LOANS, OR ANY OF THEM, OR ANY OF THE LOAN DOCUMENTS, INCLUDING WITHOUT LIMITATION ANY ACTUAL OR ALLEGED ACT OR OMISSION OF ANY OF THE RELEASED PARTY ARISING PRIOR PARTIES WITH RESPECT TO THE DATE HEREOF AND FROM LOANS, OR ANY OF THEM, OR ANY OF THE LOAN DOCUMENTS, OR ANY LIENS OR COLLATERAL IN CONNECTION WITH THEREWITH, OR THE ENFORCEMENT OF ANY OF SUCH LENDER’S OR SECURED PARTY’S OR THE ADMINISTRATIVE AGENT’S RIGHTS OR REMEDIES THEREUNDER. THE TERMS OF THIS WAIVER AND RELEASE SHALL SURVIVE THE TERMINATION OF THIS AGREEMENT, THE LOANS, OR THE LOAN DOCUMENTS OR AND SHALL REMAIN IN FULL FORCE AND EFFECT AFTER THE TRANSACTIONS CONTEMPLATED THEREBYTERMINATION THEREOF.

Waiver and Release. TO INDUCE THE LENDER TO AGREE LANDLORD AND TENANT RELEASE EACH OTHER AND THEIR RESPECTIVE EMPLOYEES, AND AGENTS FROM ALL CLAIMS OR LIABILITIES FOR DAMAGE TO THE TERMS PREMISES OR THE PROPERTY, DAMAGE TO OR LOSS OF PERSONAL PROPERTY WITHIN THE BUILDINGS, AND LOSS OF BUSINESS OR REVENUES, THAT ARE COVERED BY THE RELEASING PARTY’S PROPERTY INSURANCE OR THAT WOULD HAVE BEEN COVERED BY THE REQUIRED INSURANCE IF THE PARTY FAILS TO MAINTAIN THE PROPERTY COVERAGES REQUIRED BY THIS AMENDMENT, EACH CREDIT OBLIGOR REPRESENTS LEASE. THE PARTY INCURRING THE DAMAGE OR LOSS WILL BE RESPONSIBLE FOR ANY DEDUCTIBLE OR SELF-INSURED RETENTION UNDER ITS PROPERTY INSURANCE. LANDLORD AND WARRANTS THAT AS TENANT WILL NOTIFY THE ISSUING PROPERTY INSURANCE COMPANIES OF THE DATE HEREOF THERE ARE NO CLAIMS RELEASE SET FORTH IN THIS PARAGRAPH AND WILL HAVE THE PROPERTY INSURANCE POLICIES ENDORSED, IF NECESSARY, TO PREVENT INVALIDATION OF COVERAGE. THE RELEASE IN THIS PARAGRAPH WILL APPLY EVEN IF THE DAMAGE OR OFFSETS AGAINST LOSS IS CAUSED IN WHOLE OR RIGHTS IN PART BY THE NEGLIGENCE OR STRICT LIABILITY OF RECOUPMENT WITH RESPECT TO OR DEFENSES OR COUNTERCLAIMS TO ITS OBLIGATIONS UNDER THE LOAN DOCUMENTS AND IN ACCORDANCE THEREWITH IT: (a) WAIVES ANY AND ALL SUCH CLAIMSRELEASED PARTY, OFFSETSAND, RIGHTS OF RECOUPMENT, DEFENSES OR COUNTERCLAIMS, WHETHER KNOWN OR UNKNOWN, ARISING PRIOR TO THE DATE HEREOF; AND (b) RELEASES AND DISCHARGES FULLEST EXTENT BY LAW, GROSS NEGLIGENCE OF THE LENDERRELEASED PARTY, ITS AFFILIATES AND ITS AND THEIR OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, SHAREHOLDERS AND ATTORNEYS (COLLECTIVELY THE “RELEASED PARTIES”) FROM ANY AND ALL OBLIGATIONS, INDEBTEDNESS, LIABILITIES, CLAIMS, RIGHTS, CAUSES OF ACTION OR DEMANDS WHATSOEVER, WHETHER KNOWN OR UNKNOWN, SUSPECTED OR UNSUSPECTED, IN LAW OR EQUITY, WHICH THE BORROWER EVER HAD, NOW HAS, CLAIMS TO HAVE OR MAY HAVE AGAINST ANY RELEASED PARTY ARISING PRIOR BUT WILL NOT APPLY TO THE DATE HEREOF AND FROM EXTENT THE DAMAGE OR IN CONNECTION WITH LOSS IS CAUSED BY THE LOAN DOCUMENTS OR WILLFUL MISCONDUCT OF THE TRANSACTIONS CONTEMPLATED THEREBYRELEASED PARTY.

Waiver and Release. TO INDUCE THE LENDER ADMINISTRATIVE AGENT, ACTING ON BEHALF OF THE LENDERS, TO AGREE TO THE TERMS OF THIS AMENDMENT, EACH CREDIT OBLIGOR REPRESENTS THE BORROWER, THE GUARANTORS AND WARRANTS THEIR AFFILIATES (COLLECTIVELY, THE RELEASING PARTIES”) REPRESENT AND WARRANT THAT AS OF THE DATE HEREOF THERE ARE NO CLAIMS OR OFFSETS AGAINST OR RIGHTS OF RECOUPMENT WITH RESPECT TO OR DEFENSES OR COUNTERCLAIMS TO ITS THEIR OBLIGATIONS UNDER THE LOAN DOCUMENTS AND IN ACCORDANCE THEREWITH ITTHEY: (a) WAIVES WAIVE ANY AND ALL SUCH CLAIMS, OFFSETS, RIGHTS OF RECOUPMENT, DEFENSES OR COUNTERCLAIMS, WHETHER KNOWN OR UNKNOWN, ARISING PRIOR TO THE DATE HEREOF; AND (b) RELEASES FOREVER RELEASE, RELIEVE, AND DISCHARGES DISCHARGE THE LENDERADMINISTRATIVE AGENT, ITS AFFILIATES AND ITS AND THE LENDERS, THEIR OFFICERS, DIRECTORS, EMPLOYEESSHAREHOLDERS, MEMBERS, PREDECESSORS, SUCCESSORS, ASSIGNS, ATTORNEYS, ACCOUNTANTS, AGENTS, SHAREHOLDERS EMPLOYEES, AND ATTORNEYS REPRESENTATIVES (COLLECTIVELY COLLECTIVELY, THE “"RELEASED PARTIES”) "), AND EACH OF THEM, FROM ANY AND ALL OBLIGATIONS, INDEBTEDNESSCLAIMS, LIABILITIES, CLAIMS, RIGHTSDEMANDS, CAUSES OF ACTION ACTION, DEBTS, OBLIGATIONS, PROMISES, ACTS, AGREEMENTS, AND DAMAGES, OF WHATEVER KIND OR DEMANDS WHATSOEVERNATURE, WHETHER KNOWN OR UNKNOWN, SUSPECTED OR UNSUSPECTED, IN CONTINGENT OR FIXED, LIQUIDATED OR UNLIQUIDATED, MATURED OR UNMATURED, WHETHER AT LAW OR IN EQUITY, WHICH THE BORROWER RELEASING PARTIES EVER HAD, NOW HASHAVE, CLAIMS OR MAY, SHALL, OR CAN HEREAFTER HAVE, DIRECTLY OR INDIRECTLY ARISING OUT OF OR IN ANY WAY BASED UPON, CONNECTED WITH, OR RELATED TO HAVE MATTERS, THINGS, ACTS, CONDUCT, AND/OR MAY HAVE AGAINST OMISSIONS AT ANY RELEASED PARTY ARISING PRIOR TO TIME FROM THE BEGINNING OF THE WORLD THROUGH AND INCLUDING THE DATE HEREOF HEREOF, INCLUDING WITHOUT LIMITATION ANY AND FROM ALL CLAIMS AGAINST THE RELEASED PARTIES ARISING UNDER OR IN CONNECTION WITH RELATED TO THE LOAN DOCUMENTS OR THE TRANSACTIONS CONTEMPLATED THEREBY. (c) IN CONNECTION WITH THE RELEASE CONTAINED HEREIN, THE RELEASING PARTIES ACKNOWLEDGE THAT THEY ARE AWARE THAT THEY MAY HEREAFTER DISCOVER CLAIMS PRESENTLY UNKNOWN OR UNSUSPECTED, OR FACTS IN ADDITION TO OR DIFFERENT FROM THOSE WHICH THEY KNOW OR BELIEVE TO BE TRUE, WITH RESPECT TO THE MATTERS RELEASED HEREIN. NEVERTHELESS, IT IS THE INTENTION OF THE RELEASING PARTIES, THROUGH THIS AGREEMENT AND WITH ADVICE OF COUNSEL, FULLY, FINALLY, AND FOREVER TO RELEASE ALL SUCH MATTERS, AND ALL CLAIMS RELATED THERETO, WHICH DO NOW EXIST, OR HERETOFORE HAVE EXISTED. IN FURTHERANCE OF SUCH INTENTION, THE RELEASES HEREIN GIVEN SHALL BE AND REMAIN IN EFFECT AS A FULL AND COMPLETE RELEASE OR WITHDRAWAL OF SUCH MATTERS NOTWITHSTANDING THE DISCOVERY OR EXISTENCE OF ANY SUCH ADDITIONAL OR DIFFERENT CLAIMS OR FACTS RELATED THERETO. (d) THE RELEASING PARTIES COVENANT AND AGREE NOT TO BRING ANY CLAIM, ACTION, SUIT, OR PROCEEDING AGAINST THE RELEASED PARTIES, DIRECTLY OR INDIRECTLY, REGARDING OR RELATED IN ANY MANNER TO THE MATTERS RELEASED HEREBY, AND FURTHER COVENANT AND AGREE THAT THIS AGREEMENT IS A BAR TO ANY SUCH CLAIM, ACTION, SUIT, OR PROCEEDING. (e) THE RELEASING PARTIES REPRESENT AND WARRANT TO THE RELEASED PARTIES THAT THEY HAVE NOT HERETOFORE ASSIGNED OR TRANSFERRED, OR PURPORTED TO ASSIGN OR TRANSFER, TO ANY PERSON OR ENTITY ANY CLAIMS OR OTHER MATTERS HEREIN RELEASED.

Waiver and Release. TO INDUCE THE LENDER TO AGREE TO THE TERMS IN CONSIDERATION OF THIS AMENDMENTAGREEMENT, EACH CREDIT OBLIGOR BORROWER REPRESENTS AND WARRANTS THAT AS OF THE DATE HEREOF THERE ARE NO CLAIMS OR OFFSETS AGAINST OR RIGHTS OF RECOUPMENT WITH RESPECT TO OR OFFSETS, DEFENSES OR COUNTERCLAIMS TO AGAINST OR IN RESPECT OF ITS OBLIGATIONS UNDER THE LOAN DOCUMENTS AGREEMENT OR THE OTHER AGREEMENTS AND IN ACCORDANCE THEREWITH IT: (a) WAIVES ANY EACH BORROWER HEREBY RELEASES AND DISCHARGES AGENT, THE LENDERS AND THEIR RESPECTIVE AGENTS, EMPLOYEES, SUCCESSORS AND ASSIGNS, OF AND FROM ALL SUCH CLAIMS, OFFSETSACTIONS, RIGHTS CAUSES OF RECOUPMENTACTION, DEFENSES OR COUNTERCLAIMSDAMAGES, WHETHER COSTS, EXPENSES AND LIABILITIES, KNOWN OR UNKNOWN, ARISING PRIOR TO THE DATE HEREOF; AND (b) RELEASES AND DISCHARGES THE LENDERFIXED, ITS AFFILIATES AND ITS AND THEIR OFFICERSCONTINGENT OR CONDITIONAL, DIRECTORS, EMPLOYEES, AGENTS, SHAREHOLDERS AND ATTORNEYS (COLLECTIVELY THE “RELEASED PARTIES”) FROM ANY AND ALL OBLIGATIONS, INDEBTEDNESS, LIABILITIES, CLAIMS, RIGHTS, CAUSES OF ACTION OR DEMANDS WHATSOEVER, WHETHER KNOWN OR UNKNOWN, SUSPECTED OR UNSUSPECTED, IN AT LAW OR IN EQUITY, WHICH THE BORROWER EVER HAD, NOW HAS, CLAIMS TO HAVE OR MAY HAVE AGAINST ANY RELEASED PARTY ARISING PRIOR TO THE DATE HEREOF AND FROM OR IN CONNECTION WITH THE LOAN DOCUMENTS AGREEMENT AND THE OTHER AGREEMENTS OR ANY TRANSACTIONS OR ACTS IN CONNECTION THEREWITH, ORIGINATING IN WHOLE OR IN PART ON OR BEFORE THE TRANSACTIONS CONTEMPLATED THEREBYDATE OF THIS AGREEMENT, WHICH ANY SUCH BORROWER MAY HAVE AGAINST ANY SUCH PERSON, IRRESPECTIVE OF WHETHER ANY SUCH CLAIMS, ACTIONS, CAUSES OF ACTION, DAMAGES, COSTS, EXPENSES OR LIABILITIES ARE BASED ON CONTRACT, TORT OR OTHERWISE.

Waiver and Release. TO INDUCE THE LENDER TO AGREE TO THE TERMS OF THIS AMENDMENT, EACH CREDIT OBLIGOR THE BORROWER REPRESENTS AND WARRANTS THAT AS OF THE DATE HEREOF THERE ARE NO CLAIMS OR OFFSETS AGAINST OR RIGHTS OF RECOUPMENT WITH RESPECT TO OR DEFENSES OR COUNTERCLAIMS TO ITS OBLIGATIONS UNDER THE LOAN DOCUMENTS AND IN ACCORDANCE THEREWITH IT: (a) WAIVES ANY AND ALL SUCH CLAIMS, OFFSETS, RIGHTS OF RECOUPMENT, DEFENSES OR COUNTERCLAIMS, WHETHER KNOWN OR UNKNOWN, ARISING PRIOR TO THE DATE HEREOF; AND (b) RELEASES AND DISCHARGES THE LENDER, ITS AFFILIATES AND ITS AND THEIR OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, SHAREHOLDERS AND ATTORNEYS (COLLECTIVELY THE “RELEASED PARTIES”) FROM ANY AND ALL OBLIGATIONS, INDEBTEDNESS, LIABILITIES, CLAIMS, RIGHTS, CAUSES OF ACTION OR DEMANDS WHATSOEVER, WHETHER KNOWN OR UNKNOWN, SUSPECTED OR UNSUSPECTED, IN LAW OR EQUITY, WHICH THE BORROWER EVER HAD, NOW HAS, CLAIMS TO HAVE OR MAY HAVE AGAINST ANY RELEASED PARTY ARISING PRIOR TO THE DATE HEREOF AND FROM OR IN CONNECTION WITH THE LOAN DOCUMENTS OR THE TRANSACTIONS CONTEMPLATED THEREBY.

Waiver and Release. TO INDUCE THE LENDER ADMINISTRATIVE AGENT AND THE LENDERS TO AGREE TO THE TERMS OF THIS AMENDMENT, EACH CREDIT OBLIGOR REPRESENTS THE BORROWER AND WARRANTS THAT ITS AFFILIATES (COLLECTIVELY, THE “RELEASING PARTIES”) REPRESENT AND WARRANT THAT, AS OF THE DATE HEREOF HEREOF, THERE ARE NO CLAIMS OR OFFSETS AGAINST AGAINST, OR RIGHTS OF RECOUPMENT WITH RESPECT TO TO, OR DISPUTES OF, OR DEFENSES OR COUNTERCLAIMS TO ITS TO, THEIR OBLIGATIONS UNDER THE LOAN DOCUMENTS DOCUMENTS, AND IN ACCORDANCE THEREWITH ITTHE RELEASING PARIES: (a) WAIVES WAIVE ANY AND ALL SUCH CLAIMS, OFFSETS, RIGHTS OF RECOUPMENT, DISPUTES, DEFENSES OR AND COUNTERCLAIMS, WHETHER KNOWN OR UNKNOWN, ARISING PRIOR TO THE DATE HEREOF; AND. (b) RELEASES FOREVER RELEASE, RELIEVE, AND DISCHARGES DISCHARGE THE LENDERADMINISTRATIVE AGENT, ITS THE LENDERS, THEIR AFFILIATES AND ITS AND THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEESSHAREHOLDERS, MEMBERS, PARTNERS, PREDECESSORS, SUCCESSORS, ASSIGNS, ATTORNEYS, ACCOUNTANTS, AGENTS, SHAREHOLDERS EMPLOYEES, AND ATTORNEYS REPRESENTATIVES (COLLECTIVELY COLLECTIVELY, THE “RELEASED PARTIES”) ), AND EACH OF THEM, FROM ANY AND ALL OBLIGATIONS, INDEBTEDNESSCLAIMS, LIABILITIES, CLAIMS, RIGHTSDEMANDS, CAUSES OF ACTION ACTION, DEBTS, OBLIGATIONS, PROMISES, ACTS, AGREEMENTS, AND DAMAGES, OF WHATEVER KIND OR DEMANDS WHATSOEVERNATURE, WHETHER KNOWN OR UNKNOWN, SUSPECTED OR UNSUSPECTED, IN CONTINGENT OR FIXED, LIQUIDATED OR UNLIQUIDATED, MATURED OR UNMATURED, WHETHER AT LAW OR IN EQUITY, WHICH THE BORROWER RELEASING PARTIES EVER HAD, NOW HASHAVE, CLAIMS TO HAVE OR MAY HAVE AGAINST MAY, SHALL, OR CAN HEREAFTER HAVE, DIRECTLY OR INDIRECTLY ARISING OUT OF OR BASED UPON ANY RELEASED PARTY ARISING PRIOR TO OF THE LOAN DOCUMENTS OR ANY OF THE TRANSACTIONS CONTEMPLATED THEREBY (EXCLUDING, FOR CLARITY, TRANSACTIONS CONCERNING THE 2025 CONVERTIBLE NOTES OR THE BORROWER’S CAPITAL SECURITIES) AT ANY TIME FROM THE BEGINNING OF THE WORLD THROUGH AND INCLUDING THE DATE HEREOF AND FROM OR HEREOF. (c) IN CONNECTION WITH THE RELEASE CONTAINED HEREIN, ACKNOWLEDGE THAT THEY ARE AWARE THAT THEY MAY HEREAFTER DISCOVER CLAIMS PRESENTLY UNKNOWN OR UNSUSPECTED, OR FACTS IN ADDITION TO OR DIFFERENT FROM THOSE WHICH THEY KNOW OR BELIEVE TO BE TRUE, WITH RESPECT TO THE MATTERS RELEASED HEREIN. NEVERTHELESS, IT IS THE INTENTION OF THE RELEASING PARTIES, THROUGH THIS AMENDMENT AND WITH ADVICE OF COUNSEL, FULLY, FINALLY, AND FOREVER TO RELEASE ALL SUCH MATTERS, AND ALL CLAIMS RELATED THERETO, WHICH DO NOW EXIST, OR HERETOFORE HAVE EXISTED. IN FURTHERANCE OF SUCH INTENTION, THE RELEASES HEREIN GIVEN SHALL BE AND REMAIN IN EFFECT AS A FULL AND COMPLETE RELEASE OR WITHDRAWAL OF SUCH MATTERS NOTWITHSTANDING THE DISCOVERY OR EXISTENCE OF ANY SUCH ADDITIONAL OR DIFFERENT CLAIMS OR FACTS RELATED THERETO. (d) COVENANT AND AGREE NOT TO BRING ANY CLAIM, ACTION, SUIT, OR PROCEEDING AGAINST THE RELEASED PARTIES, DIRECTLY OR INDIRECTLY, REGARDING OR RELATED IN ANY MANNER TO THE MATTERS RELEASED HEREBY (FOR THE AVOIDANCE OF DOUBT, IN RELATION TO THE LOAN DOCUMENTS OR ANY OF THE TRANSACTIONS CONTEMPLATED THEREBYTHEREBY (EXCLUDING FOR CLARITY, TRANSACTIONS CONCERNING THE 2025 CONVERTIBLE NOTES OR THE BORROWER’S CAPITAL SECURITIES)), AND FURTHER COVENANT AND AGREE THAT THIS AMENDMENT IS A BAR TO ANY SUCH CLAIM, ACTION, SUIT, OR PROCEEDING. (e) REPRESENT AND WARRANT TO THE RELEASED PARTIES THAT THEY HAVE NOT HERETOFORE ASSIGNED OR TRANSFERRED, OR PURPORTED TO ASSIGN OR TRANSFER, TO ANY PERSON OR ENTITY ANY CLAIMS OR OTHER MATTERS HEREIN RELEASED. (f) ACKNOWLEDGE THAT THEY HAVE HAD THE BENEFIT OF INDEPENDENT LEGAL ADVICE WITH RESPECT TO THE ADVISABILITY OF ENTERING INTO THIS RELEASE AND HEREBY KNOWINGLY, AND UPON SUCH ADVICE OF COUNSEL, WAIVE ANY AND ALL APPLICABLE RIGHTS AND BENEFITS UNDER, AND PROTECTIONS OF, CALIFORNIA CIVIL CODE SECTION 1542, AND ANY AND ALL STATUTES AND DOCTRINES OF SIMILAR EFFECT. CALIFORNIA CIVIL CODE SECTION 1542 PROVIDES AS FOLLOWS:

Waiver and Release. TO INDUCE THE LENDER TO I HEREBY AGREE TO THE TERMS OF THIS AMENDMENTTHAT I, EACH CREDIT OBLIGOR REPRESENTS AND WARRANTS THAT AS OF THE DATE HEREOF THERE ARE NO CLAIMS OR OFFSETS AGAINST OR RIGHTS OF RECOUPMENT WITH RESPECT TO OR DEFENSES OR COUNTERCLAIMS TO ITS OBLIGATIONS UNDER THE LOAN DOCUMENTS MY ASSIGNEES, HEIRS, GUARDIANS, AND IN ACCORDANCE THEREWITH IT: (a) WAIVES ANY LEGAL REPRESENTATIVES, HEREBY RELEASE AND ALL SUCH CLAIMS, OFFSETS, RIGHTS OF RECOUPMENT, DEFENSES OR COUNTERCLAIMS, WHETHER KNOWN OR UNKNOWN, ARISING PRIOR TO THE DATE HEREOF; AND (b) RELEASES AND DISCHARGES THE LENDER, ITS AFFILIATES FOREVER DISCHARGE SENIOR SERVICES AND ITS AND THEIR OFFICERS, DIRECTORS, EMPLOYEES, AGENTSAGENTS OR CONTRACTORS AND THEIR SUCCESSORS AND ASSIGNS (COLLECTIVELY, SHAREHOLDERS AND ATTORNEYS (COLLECTIVELY THE “RELEASED PARTIESRELEASEES”) FROM ANY AND ALL OBLIGATIONS, INDEBTEDNESS, LIABILITIESLIABILITY, CLAIMS, RIGHTSDEMANDS, OBLIGATIONS, CAUSES OF ACTION ACTION, DAMAGES, PENALTIES, COSTS, EXPENSES, ATTORNEYS’ FEES, AND INDEMNITIES OF WHATEVER KIND OR DEMANDS WHATSOEVERNATURE, WHETHER KNOWN BASED IN CONTRACT, TORT, STATUTE, OR UNKNOWN, SUSPECTED OTHER LEGAL OR UNSUSPECTED, IN LAW OR EQUITYEQUITABLE THEORY OF RECOVERY, WHICH THE BORROWER EVER HAD, NOW HAS, CLAIMS TO HAVE ARISE OR MAY HAVE AGAINST ANY RELEASED PARTY ARISING PRIOR TO THE DATE HEREOF AND FROM OR HEREAFTER ARISE IN CONNECTION WITH MY ACTIVITIES WITH SENIOR SERVICES, INCLUDING, BUT NOT LIMITED TO, ANY BODILY INJURY, PERSONAL INJURY, ILLNESS, DEATH, OR PROPERTY DAMAGE, WHETHER CAUSED BY THE LOAN DOCUMENTS NEGLIGENCE OF RELEASEES OR OTHERWISE, THAT MAY RESULT FROM MY VOLUNTEER ACTIVITIES WITH SENIOR SERVICES. THE TRANSACTIONS CONTEMPLATED THEREBYPARTIES AGREE THAT THIS SECTION 2 IS A MATERIAL CONSIDERATION FOR ENTERING INTO THIS AGREEMENT.

Waiver and Release. TO INDUCE THE LENDER ADMINISTRATIVE AGENT, ACTING ON BEHALF OF THE LENDERS, TO AGREE TO THE TERMS OF THIS AMENDMENT, EACH CREDIT OBLIGOR REPRESENTS THE BORROWER, THE GUARANTORS AND WARRANTS THEIR AFFILIATES (COLLECTIVELY, THE “RELEASING PARTIES”) REPRESENT AND WARRANT THAT AS OF THE DATE HEREOF THERE ARE NO CLAIMS OR OFFSETS AGAINST OR RIGHTS OF RECOUPMENT WITH RESPECT TO OR DEFENSES OR COUNTERCLAIMS TO ITS THEIR OBLIGATIONS UNDER THE LOAN DOCUMENTS AND IN ACCORDANCE THEREWITH ITTHEY: (a) WAIVES WAIVE ANY AND ALL SUCH CLAIMS, OFFSETS, RIGHTS OF RECOUPMENT, DEFENSES OR COUNTERCLAIMS, WHETHER KNOWN OR UNKNOWN, ARISING PRIOR TO THE DATE HEREOF; AND (b) RELEASES FOREVER RELEASE, RELIEVE, AND DISCHARGES DISCHARGE THE LENDERADMINISTRATIVE AGENT, ITS AFFILIATES AND ITS AND THE LENDERS, THEIR OFFICERS, DIRECTORS, EMPLOYEESSHAREHOLDERS, MEMBERS, PARTNERS, PREDECESSORS, SUCCESSORS, ASSIGNS, ATTORNEYS, ACCOUNTANTS, AGENTS, SHAREHOLDERS EMPLOYEES, AND ATTORNEYS REPRESENTATIVES (COLLECTIVELY COLLECTIVELY, THE “RELEASED PARTIES”) ), AND EACH OF THEM, FROM ANY AND ALL OBLIGATIONS, INDEBTEDNESSCLAIMS, LIABILITIES, CLAIMS, RIGHTSDEMANDS, CAUSES OF ACTION ACTION, DEBTS, OBLIGATIONS, PROMISES, ACTS, AGREEMENTS, AND DAMAGES, OF WHATEVER KIND OR DEMANDS WHATSOEVERNATURE, WHETHER KNOWN OR UNKNOWN, SUSPECTED OR UNSUSPECTED, IN CONTINGENT OR FIXED, LIQUIDATED OR UNLIQUIDATED, MATURED OR UNMATURED, WHETHER AT LAW OR IN EQUITY, WHICH THE BORROWER RELEASING PARTIES EVER HAD, NOW HASHAVE, CLAIMS OR MAY, SHALL, OR CAN HEREAFTER HAVE, DIRECTLY OR INDIRECTLY ARISING OUT OF OR IN ANY WAY BASED UPON, CONNECTED WITH, OR RELATED TO HAVE MATTERS, THINGS, ACTS, CONDUCT, AND/OR MAY HAVE AGAINST OMISSIONS AT ANY RELEASED PARTY ARISING PRIOR TO TIME FROM THE BEGINNING OF THE WORLD THROUGH AND INCLUDING THE DATE HEREOF HEREOF, INCLUDING WITHOUT LIMITATION ANY AND FROM ALL CLAIMS AGAINST THE RELEASED PARTIES ARISING UNDER OR IN CONNECTION WITH RELATED TO THE LOAN DOCUMENTS OR THE TRANSACTIONS CONTEMPLATED THEREBY. (c) IN CONNECTION WITH THE RELEASE CONTAINED HEREIN, THE RELEASING PARTIES ACKNOWLEDGE THAT THEY ARE AWARE THAT THEY MAY HEREAFTER DISCOVER CLAIMS PRESENTLY UNKNOWN OR UNSUSPECTED, OR FACTS IN ADDITION TO OR DIFFERENT FROM THOSE WHICH THEY KNOW OR BELIEVE TO BE TRUE, WITH RESPECT TO THE MATTERS RELEASED HEREIN. NEVERTHELESS, IT IS THE INTENTION OF THE RELEASING PARTIES, THROUGH THIS AMENDMENT AND WITH ADVICE OF COUNSEL, FULLY, FINALLY, AND FOREVER TO RELEASE ALL SUCH MATTERS, AND ALL CLAIMS RELATED THERETO, WHICH DO NOW EXIST, OR HERETOFORE HAVE EXISTED. IN FURTHERANCE OF SUCH INTENTION, THE RELEASES HEREIN GIVEN SHALL BE AND REMAIN IN EFFECT AS A FULL AND COMPLETE RELEASE OR WITHDRAWAL OF SUCH MATTERS NOTWITHSTANDING THE DISCOVERY OR EXISTENCE OF ANY SUCH ADDITIONAL OR DIFFERENT CLAIMS OR FACTS RELATED THERETO. (d) THE RELEASING PARTIES COVENANT AND AGREE NOT TO BRING ANY CLAIM, ACTION, SUIT, OR PROCEEDING AGAINST THE RELEASED PARTIES, DIRECTLY OR INDIRECTLY, REGARDING OR RELATED IN ANY MANNER TO THE MATTERS RELEASED HEREBY, AND FURTHER COVENANT AND AGREE THAT THIS AMENDMENT IS A BAR TO ANY SUCH CLAIM, ACTION, SUIT, OR PROCEEDING. (e) THE RELEASING PARTIES REPRESENT AND WARRANT TO THE RELEASED PARTIES THAT THEY HAVE NOT HERETOFORE ASSIGNED OR TRANSFERRED, OR PURPORTED TO ASSIGN OR TRANSFER, TO ANY PERSON OR ENTITY ANY CLAIMS OR OTHER MATTERS HEREIN RELEASED. (f) THE RELEASING PARTIES ACKNOWLEDGE THAT THEY HAVE HAD THE BENEFIT OF INDEPENDENT LEGAL ADVICE WITH RESPECT TO THE ADVISABILITY OF ENTERING INTO THIS RELEASE AND HEREBY KNOWINGLY, AND UPON SUCH ADVICE OF COUNSEL, WAIVE ANY AND ALL APPLICABLE RIGHTS AND BENEFITS UNDER, AND PROTECTIONS OF, CALIFORNIA CIVIL CODE SECTION 1542, AND ANY AND ALL STATUTES AND DOCTRINES OF SIMILAR EFFECT. CALIFORNIA CIVIL CODE SECTION 1542 PROVIDES AS FOLLOWS:

Waiver and Release. TO INDUCE IN CONSIDERATION OF THE LENDER TO AGREE TO WAIVER HEREIN AND OTHER GOOD AND VALUABLE CONSIDERATION, THE TERMS RECEIPT AND SUFFICIENCY OF THIS AMENDMENTWHICH IS HEREBY ACKNOWLEDGED, EACH CREDIT OBLIGOR REPRESENTS LOAN PARTY HEREBY WAIVES, REMISES, RELEASES, AND WARRANTS THAT AS OF FOREVER DISCHARGES EACH LENDER, ISSUING BANK, AND THE DATE HEREOF THERE ARE NO CLAIMS OR OFFSETS ADMINISTRATIVE AGENT, THEIR RESPECTIVE PREDECESSORS AND ITS SUCCESSORS, ASSIGNS, AFFILIATES, SHAREHOLDERS, DIRECTORS, OFFICERS, ACCOUNTANTS, ATTORNEYS, EMPLOYEES, AGENTS, REPRESENTATIVES, AND SERVANTS (COLLECTIVELY, THE “RELEASED PARTIES”) OF, FROM AND AGAINST OR RIGHTS OF RECOUPMENT WITH RESPECT TO OR DEFENSES OR COUNTERCLAIMS TO ITS OBLIGATIONS UNDER THE LOAN DOCUMENTS AND IN ACCORDANCE THEREWITH IT: (a) WAIVES ANY AND ALL SUCH CLAIMS, OFFSETSACTIONS, RIGHTS CAUSES OF RECOUPMENTACTION, DEFENSES OR COUNTERCLAIMSSUITS, PROCEEDINGS, CONTRACTS, JUDGMENTS, DAMAGES, ACCOUNTS, RECKONINGS, EXECUTIONS, AND LIABILITIES WHATSOEVER OF EVERY NAME AND NATURE, WHETHER KNOWN OR UNKNOWN, ARISING PRIOR TO THE DATE HEREOF; AND (b) RELEASES WHETHER OR NOT WELL FOUNDED IN FACT OR IN LAW, AND DISCHARGES THE LENDERWHETHER IN LAW, ITS AFFILIATES AND ITS AND THEIR OFFICERSAT EQUITY, DIRECTORS, EMPLOYEES, AGENTS, SHAREHOLDERS AND ATTORNEYS (COLLECTIVELY THE “RELEASED PARTIES”) FROM ANY AND ALL OBLIGATIONS, INDEBTEDNESS, LIABILITIES, CLAIMS, RIGHTS, CAUSES OF ACTION OR DEMANDS WHATSOEVER, WHETHER KNOWN OR UNKNOWN, SUSPECTED OR UNSUSPECTED, IN LAW OR EQUITYOTHERWISE, WHICH THE BORROWER UNDERSIGNED EVER HADHAD OR NOW HAS FOR OR BY REASON OF ANY MATTER, NOW HASCAUSE, CLAIMS OR ANYTHING WHATSOEVER TO HAVE THIS DATE RELATING TO OR MAY HAVE AGAINST ARISING OUT OF THE LOANS, OR ANY OF THEM, OR ANY OF THE LOAN DOCUMENTS, INCLUDING WITHOUT LIMITATION ANY ACTUAL OR ALLEGED ACT OR OMISSION OF ANY OF THE RELEASED PARTY ARISING PRIOR PARTIES WITH RESPECT TO THE DATE HEREOF AND FROM LOANS, OR ANY OF THEM, OR ANY OF THE LOAN DOCUMENTS, INCLUDING WITHOUT LIMITATION ANY ACTUAL OR ALLEGED ACT OR OMISSION OF ANY OF THE RELEASED PARTIES WITH RESPECT TO THE LOANS, OR ANY OF THEM, OR ANY OF THE LOAN DOCUMENTS, OR ANY LIENS OR COLLATERAL IN CONNECTION WITH THEREWITH, OR THE ENFORCEMENT OF ANY OF SUCH LENDER’S OR ISSUING BANK’S OR THE ADMINISTRATIVE AGENT’S RIGHTS OR REMEDIES THEREUNDER. THE TERMS OF THIS WAIVER AND RELEASE SHALL SURVIVE THE TERMINATION OF THIS AGREEMENT, THE LOANS, OR THE LOAN DOCUMENTS OR AND SHALL REMAIN IN FULL FORCE AND EFFECT AFTER THE TRANSACTIONS CONTEMPLATED THEREBYTERMINATION THEREOF.

Waiver and Release. TO INDUCE THE LENDER ADMINISTRATIVE AGENT, ACTING ON BEHALF OF THE LENDERS, TO AGREE TO THE TERMS OF THIS AMENDMENT, EACH CREDIT OBLIGOR REPRESENTS THE BORROWERS, THE GUARANTORS AND WARRANTS THEIR AFFILIATES (COLLECTIVELY, THE RELEASING PARTIES”) REPRESENT AND WARRANT THAT AS OF THE DATE HEREOF THERE ARE NO CLAIMS OR OFFSETS AGAINST OR RIGHTS OF RECOUPMENT WITH RESPECT TO OR DEFENSES OR COUNTERCLAIMS TO ITS THEIR OBLIGATIONS UNDER THE LOAN DOCUMENTS AND IN ACCORDANCE THEREWITH ITTHEY: (a) WAIVES WAIVE ANY AND ALL SUCH CLAIMS, OFFSETS, RIGHTS OF RECOUPMENT, DEFENSES OR COUNTERCLAIMS, WHETHER KNOWN OR UNKNOWN, ARISING PRIOR TO THE DATE HEREOF; AND (b) RELEASES FOREVER RELEASE, RELIEVE, AND DISCHARGES DISCHARGE THE LENDERADMINISTRATIVE AGENT, ITS AFFILIATES AND ITS AND THE LENDERS, THEIR OFFICERS, DIRECTORS, EMPLOYEESSHAREHOLDERS, MEMBERS, PARTNERS, PREDECESSORS, SUCCESSORS, ASSIGNS, ATTORNEYS, ACCOUNTANTS, AGENTS, SHAREHOLDERS EMPLOYEES, AND ATTORNEYS REPRESENTATIVES (COLLECTIVELY COLLECTIVELY, THE “RELEASED PARTIES”) ), AND EACH OF THEM, FROM ANY AND ALL OBLIGATIONS, INDEBTEDNESSCLAIMS, LIABILITIES, CLAIMS, RIGHTSDEMANDS, CAUSES OF ACTION ACTION, DEBTS, OBLIGATIONS, PROMISES, ACTS, AGREEMENTS, AND DAMAGES, OF WHATEVER KIND OR DEMANDS WHATSOEVERNATURE, WHETHER KNOWN OR UNKNOWN, SUSPECTED OR UNSUSPECTED, IN CONTINGENT OR FIXED, LIQUIDATED OR UNLIQUIDATED, MATURED OR UNMATURED, WHETHER AT LAW OR IN EQUITY, WHICH THE BORROWER RELEASING PARTIES EVER HAD, NOW HASHAVE, CLAIMS OR MAY, SHALL, OR CAN HEREAFTER HAVE, DIRECTLY OR INDIRECTLY ARISING OUT OF OR IN ANY WAY BASED UPON, CONNECTED WITH, OR RELATED TO HAVE MATTERS, THINGS, ACTS, CONDUCT, AND/OR MAY HAVE AGAINST OMISSIONS AT ANY RELEASED PARTY ARISING PRIOR TO TIME FROM THE BEGINNING OF THE WORLD THROUGH AND INCLUDING THE DATE HEREOF HEREOF, INCLUDING WITHOUT LIMITATION ANY AND FROM ALL CLAIMS AGAINST THE RELEASED PARTIES ARISING UNDER OR IN CONNECTION WITH RELATED TO THE LOAN DOCUMENTS OR THE TRANSACTIONS CONTEMPLATED THEREBY. (c) IN CONNECTION WITH THE RELEASE CONTAINED HEREIN, THE RELEASING PARTIES ACKNOWLEDGE THAT THEY ARE AWARE THAT THEY MAY HEREAFTER DISCOVER CLAIMS PRESENTLY UNKNOWN OR UNSUSPECTED, OR FACTS IN ADDITION TO OR DIFFERENT FROM THOSE WHICH THEY KNOW OR BELIEVE TO BE TRUE, WITH RESPECT TO THE MATTERS RELEASED HEREIN. NEVERTHELESS, IT IS THE INTENTION OF THE RELEASING PARTIES, THROUGH THIS AGREEMENT AND WITH ADVICE OF COUNSEL, FULLY, FINALLY, AND FOREVER TO RELEASE ALL SUCH MATTERS, AND ALL CLAIMS RELATED THERETO, WHICH DO NOW EXIST, OR HERETOFORE HAVE EXISTED. IN FURTHERANCE OF SUCH INTENTION, THE RELEASES HEREIN GIVEN SHALL BE AND REMAIN IN EFFECT AS A FULL AND COMPLETE RELEASE OR WITHDRAWAL OF SUCH MATTERS NOTWITHSTANDING THE DISCOVERY OR EXISTENCE OF ANY SUCH ADDITIONAL OR DIFFERENT CLAIMS OR FACTS RELATED THERETO. (d) THE RELEASING PARTIES COVENANT AND AGREE NOT TO BRING ANY CLAIM, ACTION, SUIT, OR PROCEEDING AGAINST THE RELEASED PARTIES, DIRECTLY OR INDIRECTLY, REGARDING OR RELATED IN ANY MANNER TO THE MATTERS RELEASED HEREBY, AND FURTHER COVENANT AND AGREE THAT THIS AGREEMENT IS A BAR TO ANY SUCH CLAIM, ACTION, SUIT, OR PROCEEDING. (e) THE RELEASING PARTIES REPRESENT AND WARRANT TO THE RELEASED PARTIES THAT THEY HAVE NOT HERETOFORE ASSIGNED OR TRANSFERRED, OR PURPORTED TO ASSIGN OR TRANSFER, TO ANY PERSON OR ENTITY ANY CLAIMS OR OTHER MATTERS HEREIN RELEASED.

Waiver and Release. TO INDUCE AS A MATERIAL INDUCEMENT FOR THE LENDER TO AGREE TO THE TERMS OF EXECUTE THIS AMENDMENTAGREEMENT, EACH CREDIT OBLIGOR REPRESENTS BORROWER DOES HEREBY RELEASE, WAIVE, DISCHARGE, COVENANT NOT TO SUE, ACQUIT, SATISFY AND WARRANTS THAT AS OF THE DATE HEREOF THERE ARE NO CLAIMS OR OFFSETS AGAINST OR RIGHTS OF RECOUPMENT WITH RESPECT TO OR DEFENSES OR COUNTERCLAIMS TO ITS OBLIGATIONS UNDER THE LOAN DOCUMENTS AND IN ACCORDANCE THEREWITH IT: (a) WAIVES ANY AND ALL SUCH CLAIMS, OFFSETS, RIGHTS OF RECOUPMENT, DEFENSES OR COUNTERCLAIMS, WHETHER KNOWN OR UNKNOWN, ARISING PRIOR TO THE DATE HEREOF; AND (b) RELEASES AND DISCHARGES FOREVER DISCHARGE THE LENDER, ITS OFFICERS, ▇▇▇ECTORS EMPLOYEES, ATTORNEYS AND AGENTS AND ITS AFFILIATES AND ITS AND THEIR OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, SHAREHOLDERS AND ATTORNEYS (COLLECTIVELY THE “RELEASED PARTIES”) ASSIGNS FROM ANY AND ALL OBLIGATIONS, INDEBTEDNESS, LIABILITIES, CLAIMS, RIGHTS, CAUSES OF ACTION OR DEMANDS WHATSOEVER, WHETHER KNOWN OR UNKNOWN, SUSPECTED OR UNSUSPECTED, DEMAND WHATSOEVER IN LAW OR EQUITY, IN EQUITY WHICH THE EACH BORROWER EVER HAD, NOW HAS, CLAIMS TO HAVE OR WHICH ANY PERSONAL REPRESENTATIVE, SUCCESSOR, HEIR OR ASSIGN OF EACH BORROWER HEREAFTER CAN, SHALL OR MAY HAVE AGAINST THE LENDER, ITS OFFICERS, DIRECTORS, EMPLOYEES, ATTORNEYS AND AGENTS, AND ITS AFFILIATES AND ASSIGNS, FOR, UPON OR BY REASON OF ANY RELEASED PARTY ARISING PRIOR TO MATTER, CAUSE OR THING WHATSOEVER, THROUGHOUT THE DATE HEREOF HEREOF. EACH BORROWER FURTHER EXPRESSLY COVENANTS WITH AND FROM WARRANTS UNTO THE LENDER AND ITS AFFILIATES AND ASSIGNS, THAT THERE EXIST NO CLAIMS, COUNTERCLAIMS, DEFENSES, OBJECTIONS, OFFSETS OR IN CONNECTION WITH CLAIMS OR OFFSET AGAINST THE LENDER OR THE OBLIGATION OF EACH BORROWER TO PAY THE LENDER ALL AMOUNTS OWNING UNDER THE NOTE, THE OVERADVANCE NOTE, THE LOAN AGREEMENT AND ALL ASSOCIATED LOAN DOCUMENTS OR AS AND WHEN THE TRANSACTIONS CONTEMPLATED THEREBYSAME BECOME DUE AND PAYABLE.

Waiver and Release. TO INDUCE THE LENDER LENDERS TO AGREE TO THE TERMS OF THIS AMENDMENT, EACH CREDIT OBLIGOR REPRESENTS THE BORROWER AND WARRANTS THE GUARANTORS (FOR THEMSELVES AND THEIR AFFILIATES) (COLLECTIVELY, THE “RELEASING PARTIES”) REPRESENT AND WARRANT THAT AS OF THE DATE HEREOF THERE ARE NO CLAIMS OR OFFSETS AGAINST OR RIGHTS OF RECOUPMENT WITH RESPECT TO OR DEFENSES OR COUNTERCLAIMS TO ITS THEIR OBLIGATIONS UNDER THE LOAN DOCUMENTS AND IN ACCORDANCE THEREWITH ITTHEY: (a) WAIVES WAIVE ANY AND ALL SUCH CLAIMS, OFFSETS, RIGHTS OF RECOUPMENT, DEFENSES OR COUNTERCLAIMS, WHETHER KNOWN OR UNKNOWN, ARISING PRIOR TO THE DATE HEREOF; AND. (b) RELEASES FOREVER RELEASE, RELIEVE AND DISCHARGES DISCHARGE THE LENDERLENDERS AND THE AGENT, ITS AFFILIATES AND ITS AND THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEESSHAREHOLDERS, MEMBERS, PARTNERS, PREDECESSORS, SUCCESSORS, ASSIGNS, ATTORNEYS, ACCOUNTANTS, AGENTS, SHAREHOLDERS EMPLOYEES AND ATTORNEYS REPRESENTATIVES (COLLECTIVELY COLLECTIVELY, THE “RELEASED PARTIES”) ), AND EACH OF THEM, FROM ANY AND ALL OBLIGATIONS, INDEBTEDNESSCLAIMS, LIABILITIES, CLAIMS, RIGHTSDEMANDS, CAUSES OF ACTION ACTION, DEBTS, OBLIGATIONS, PROMISES, ACTS, AGREEMENTS AND DAMAGES, OF WHATEVER KIND OR DEMANDS WHATSOEVERNATURE, WHETHER KNOWN OR UNKNOWN, SUSPECTED OR UNSUSPECTED, IN CONTINGENT OR FIXED, LIQUIDATED OR UNLIQUIDATED, MATURED OR UNMATURED, WHETHER AT LAW OR IN EQUITY, WHICH THE BORROWER RELEASING PARTIES EVER HAD, NOW HASHAVE, CLAIMS OR MAY, SHALL, OR CAN HEREAFTER HAVE, DIRECTLY OR INDIRECTLY ARISING OUT OF OR IN ANY WAY BASED UPON, CONNECTED WITH, OR RELATED TO HAVE MATTERS, THINGS, ACTS, CONDUCT AND/OR MAY HAVE AGAINST OMISSIONS AT ANY RELEASED PARTY ARISING PRIOR TO TIME FROM THE BEGINNING OF THE WORLD THROUGH AND INCLUDING THE DATE HEREOF HEREOF, INCLUDING WITHOUT LIMITATION ANY AND FROM ALL CLAIMS AGAINST THE RELEASED PARTIES ARISING UNDER OR IN CONNECTION WITH RELATED TO THE LOAN DOCUMENTS OR THE TRANSACTIONS CONTEMPLATED THEREBY. NOTWITHSTANDING ANYTHING TO THE CONTRARY HEREIN, THE RELEASING PARTIES AND THE RELEASED PARTIES HEREBY AGREE THAT THE RELEASE CONTAINED HEREIN DOES NOT INCLUDE A RELEASE OF ANY CLAIM OR OBLIGATION AGAINST THE RELEASED PARTIES ARISING AFTER THE DATE HEREOF UNDER THE TERMS OF THE LOAN DOCUMENTS WHICH CLAIM OR OBLIGATION DOES NOT ARISE, DIRECTLY OR INDIRECTLY, OUT OF AND IS IN NO WAY BASED UPON MATTERS, THINGS, ACTS, CONDUCT AND/OR OMISSIONS OCCURRING PRIOR TO THE DATE HEREOF. (c) IN CONNECTION WITH THE RELEASE CONTAINED HEREIN, ACKNOWLEDGE THAT THEY ARE AWARE THAT THEY MAY HEREAFTER DISCOVER CLAIMS PRESENTLY UNKNOWN OR UNSUSPECTED, OR FACTS IN ADDITION TO OR DIFFERENT FROM THOSE WHICH THEY KNOW OR BELIEVE TO BE TRUE, WITH RESPECT TO THE MATTERS RELEASED HEREIN. NEVERTHELESS, IT IS THE INTENTION OF THE RELEASING PARTIES, THROUGH THIS AMENDMENT AND WITH ADVICE OF COUNSEL, FULLY, FINALLY AND FOREVER TO RELEASE ALL SUCH MATTERS, AND ALL CLAIMS RELATED THERETO, WHICH DO NOW EXIST, OR HERETOFORE HAVE EXISTED. IN FURTHERANCE OF SUCH INTENTION, THE RELEASES HEREIN GIVEN SHALL BE AND REMAIN IN EFFECT AS A FULL AND COMPLETE RELEASE OR WITHDRAWAL OF SUCH MATTERS NOTWITHSTANDING THE DISCOVERY OR EXISTENCE OF ANY SUCH ADDITIONAL OR DIFFERENT CLAIMS OR FACTS RELATED THERETO. (d) COVENANT AND AGREE NOT TO BRING ANY CLAIM, ACTION, SUIT OR PROCEEDING AGAINST THE RELEASED PARTIES, DIRECTLY OR INDIRECTLY, REGARDING OR RELATED IN ANY MANNER TO THE MATTERS RELEASED HEREBY, AND FURTHER COVENANT AND AGREE THAT THIS AMENDMENT IS A BAR TO ANY SUCH CLAIM, ACTION, SUIT OR PROCEEDING. (e) REPRESENT AND WARRANT TO THE RELEASED PARTIES THAT THEY HAVE NOT HERETOFORE ASSIGNED OR TRANSFERRED, OR PURPORTED TO ASSIGN OR TRANSFER, TO ANY PERSON OR ENTITY ANY CLAIMS OR OTHER MATTERS HEREIN RELEASED.

Waiver and Release. EXCEPT WITH RESPECT TO INDUCE (A) THE LENDER TO AGREE EXPRESS AGREEMENTS, REPRESENTATIONS, WARRANTIES AND OBLIGATIONS OF SELLERS UNDER THIS AGREEMENT OR UNDER ANY OTHER AGREEMENT EXECUTED BY SELLERS AT CLOSING PURSUANT TO THE TERMS OF THIS AMENDMENTAGREEMENT, AND (B) ANY FRAUD OF ANY RELEASED PARTY, BUYER AND ANYONE CLAIMING BY, THROUGH OR UNDER BUYER HEREBY FULLY AND IRREVOCABLY WAIVES AND RELEASES SELLERS AND EACH CREDIT OBLIGOR REPRESENTS AND WARRANTS THAT AS OF THE DATE HEREOF THERE ARE NO CLAIMS OR OFFSETS AGAINST OR RIGHTS OF RECOUPMENT WITH RESPECT TO OR DEFENSES OR COUNTERCLAIMS TO ITS OBLIGATIONS UNDER THE LOAN DOCUMENTS AND IN ACCORDANCE THEREWITH IT: (a) WAIVES ANY AND ALL SUCH CLAIMS, OFFSETS, RIGHTS OF RECOUPMENT, DEFENSES OR COUNTERCLAIMS, WHETHER KNOWN OR UNKNOWN, ARISING PRIOR TO THE DATE HEREOF; AND (b) RELEASES AND DISCHARGES THE LENDER, ITS AFFILIATES AND ITS AND THEIR OFFICERS, DIRECTORSSHAREHOLDERS, EMPLOYEES, OFFICERS, MANAGERS, REPRESENTATIVES, AGENTS, SHAREHOLDERS SUCCESSORS AND ATTORNEYS ASSIGNS (COLLECTIVELY THE EACH, A “RELEASED PARTIESPARTY”) FROM ANY AND ALL OBLIGATIONS, INDEBTEDNESS, CLAIMS THAT IT MAY NOW HAVE OR HEREAFTER ACQUIRE AGAINST ANY RELEASED PARTY FOR AND AGAINST ANY AND ALL ANY LIABILITIES, CLAIMSWHETHER DIRECT OR INDIRECT, RIGHTS, CAUSES OF ACTION OR DEMANDS WHATSOEVER, WHETHER KNOWN OR UNKNOWN, SUSPECTED FORESEEN OR UNSUSPECTEDUNFORESEEN, IN LAW OR EQUITY, WHICH THE BORROWER EVER HAD, NOW HAS, CLAIMS TO HAVE OR MAY HAVE AGAINST ANY RELEASED PARTY ARISING PRIOR TO THE DATE HEREOF AND FROM OR IN CONNECTION WITH RELATED TO ANY OF THE LOAN DOCUMENTS OR THE TRANSACTIONS CONTEMPLATED THEREBYDISCLAIMED MATTERS.

Waiver and Release. TO INDUCE THE LENDER TO AGREE TO THE TERMS IN CONSIDERATION OF ADMINISTRATIVE AGENT’S AND EACH L▇▇▇▇▇’S EXECUTION AND DELIVERY OF THIS FOURTH AMENDMENT, EACH CREDIT OBLIGOR REPRESENTS BORROWER HEREBY, INDIVIDUALLY AND WARRANTS THAT AS COLLECTIVELY, WAIVES, RELEASES AND FOREVER DISCHARGES ADMINISTRATIVE AGENT, EACH LENDER, THEIR PREDECESSORS, PARENTS, SUBSIDIARIES, AFFILIATES, AGENTS, EMPLOYEES, OFFICERS, DIRECTORS, SHAREHOLDERS, ATTORNEYS, LEGAL REPRESENTATIVES, SUCCESSORS AND ASSIGNS, AND EACH OF THE DATE HEREOF THERE ARE NO CLAIMS OR OFFSETS AGAINST OR RIGHTS THEM (EACH A “RELEASED PARTY”), OF RECOUPMENT WITH RESPECT TO OR DEFENSES OR COUNTERCLAIMS TO ITS OBLIGATIONS UNDER THE LOAN DOCUMENTS AND IN ACCORDANCE THEREWITH IT: (a) WAIVES FROM ANY AND ALL SUCH CLAIMS, OFFSETSDEMANDS, RIGHTS OF RECOUPMENT, DEFENSES OR COUNTERCLAIMS, WHETHER SET-OFFS, DEFENSES, DEBTS, OBLIGATIONS, COSTS, EXPENSES, ACTIONS, CAUSES OF ACTION AND DAMAGES OF EVERY KIND, NATURE AND DESCRIPTION WHATSOEVER, KNOWN OR UNKNOWN, FORESEEABLE OR UNFORESEEABLE, LIQUIDATED OR UNLIQUIDATED, AND INSURED OR UNINSURED, WHICH BORROWERS HERETOFORE, NOW OR FROM TIME TO TIME HEREAFTER OWN, HOLD OR HAVE BY REASON OF ANY MATTER, CAUSE OR THING WHATSOEVER, ARISING PRIOR TO ON OR BEFORE THE DATE HEREOF; AND (b) RELEASES AND DISCHARGES THE LENDEROF THIS FOURTH AMENDMENT FROM, ITS AFFILIATES AND ITS AND THEIR OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, SHAREHOLDERS AND ATTORNEYS (COLLECTIVELY THE “RELEASED PARTIES”) FROM ANY AND ALL OBLIGATIONS, INDEBTEDNESS, LIABILITIES, CLAIMS, RIGHTS, CAUSES OF ACTION OR DEMANDS WHATSOEVER, WHETHER KNOWN OR UNKNOWN, SUSPECTED OR UNSUSPECTED, IN LAW OR EQUITY, WHICH THE BORROWER EVER HAD, NOW HAS, CLAIMS RELATING TO HAVE OR MAY HAVE AGAINST ANY RELEASED PARTY ARISING PRIOR TO THE DATE HEREOF AND FROM OR IN CONNECTION WITH THE LOAN DOCUMENTS DOCUMENTS, THE OBLIGATIONS, THIS FOURTH AMENDMENT, BORROWERS’ BANKING OR CASH MANAGEMENT RELATIONSHIP WITH ADMINISTRATIVE AGENT, ANY LENDER OR ANY OTHER RELEASED PARTY OR ANY MATTERS RELATING TO ANY OF THE TRANSACTIONS CONTEMPLATED THEREBYFOREGOING.

Waiver and Release. TO INDUCE THE LENDER TO AGREE TO THE TERMS OF THIS AMENDMENTTENANT, EACH CREDIT OBLIGOR REPRESENTS AND WARRANTS THAT AS A MATERIAL PART OF THE DATE HEREOF THERE ARE NO CONSIDERATION TO LANDLORD FOR THIS LEASE, BY THIS SECTION 18.2 WAIVES AND RELEASES ALL CLAIMS OR OFFSETS AGAINST OR RIGHTS OF RECOUPMENT LANDLORD, AND ITS AGENTS, EMPLOYEES, REPRESENTATIVES AND CONTRACTORS WITH RESPECT TO OR DEFENSES OR COUNTERCLAIMS TO ITS OBLIGATIONS UNDER THE LOAN DOCUMENTS AND IN ACCORDANCE THEREWITH IT: (a) WAIVES ANY AND ALL SUCH CLAIMS, OFFSETS, RIGHTS OF RECOUPMENT, DEFENSES OR COUNTERCLAIMS, WHETHER KNOWN OR UNKNOWN, ARISING PRIOR MATTERS FOR WHICH LANDLORD HAS DISCLAIMED LIABILITY PURSUANT TO THE DATE HEREOF; AND (b) RELEASES PROVISIONS OF THIS LEASE. TENANT COVENANTS AND DISCHARGES THE LENDER, ITS AFFILIATES AGREES THAT LANDLORD AND ITS AND THEIR OFFICERS, DIRECTORSAGENTS, EMPLOYEES, REPRESENTATIVES AND CONTRACTORS WILL NOT AT ANY TIME OR TO ANY EXTENT WHATSOEVER BE LIABLE, RESPONSIBLE OR IN ANY WAY ACCOUNTABLE FOR ANY LOSS, INJURY, DEATH OR DAMAGE (INCLUDING CONSEQUENTIAL DAMAGES) TO PERSONS, PROPERTY OR TENANT'S BUSINESS OCCASIONED BY ANY ACTS OR OMISSIONS OF ANY OTHER TENANT, OCCUPANT OR VISITOR OF THE PROJECT, OR FROM ANY CAUSE, EITHER ORDINARY OR EXTRAORDINARY, BEYOND THE CONTROL OF LANDLORD, EXCEPT TO THE EXTENT CAUSED BY THE NEGLIGENCE OR WILLFUL MISCONDUCT OF LANDLORD, ITS AGENTS, SHAREHOLDERS EMPLOYEES, REPRESENTATIVES AND ATTORNEYS (COLLECTIVELY THE “RELEASED PARTIES”) FROM ANY CONTRACTORS OR BREACH OF LANDLORD'S OBLIGATIONS UNDER THIS LEASE AND ALL OBLIGATIONS, INDEBTEDNESS, LIABILITIES, CLAIMS, RIGHTS, CAUSES OF ACTION OR DEMANDS WHATSOEVER, WHETHER KNOWN OR UNKNOWN, SUSPECTED OR UNSUSPECTED, IN LAW OR EQUITY, WHICH THE BORROWER EVER HAD, NOW HAS, CLAIMS TO HAVE OR MAY HAVE AGAINST ANY RELEASED PARTY ARISING PRIOR ONLY TO THE DATE HEREOF EXTENT NOT OTHERWISE COVERED BY INSURANCE REQUIRED TO BE OBTAINED AND FROM OR IN CONNECTION WITH THE LOAN DOCUMENTS OR THE TRANSACTIONS CONTEMPLATED THEREBYMAINTAINED BY TENANT PURSUANT TO ARTICLE XVI HEREOF.

Waiver and Release. TO INDUCE THEREFORE, EACH OF THE BORROWER, HOLDINGS AND THE OTHER CREDIT PARTIES, ON BEHALF OF THE RELEASING PARTIES, UNCONDITIONALLY RELEASES, WAIVES AND FOREVER DISCHARGES (X) ANY AND ALL LIABILITIES, OBLIGATIONS, DUTIES, PROMISES OR INDEBTEDNESS OF ANY KIND OF THE AGENT BANK, THE SWINGLINE LENDER, ANY ISSUING BANK, ANY CONSENTING LENDER TO AGREE OR ANY CONSENTING HEDGE BANK TO THE TERMS RELEASING PARTIES, EXCEPT THE OBLIGATIONS TO BE PERFORMED BY ANY OF THIS AMENDMENTTHEM ON OR AFTER THE DATE HEREOF AS EXPRESSLY STATED IN THE CREDIT AGREEMENT AND THE OTHER CREDIT DOCUMENTS OR ANY SUBJECT HEDGE AGREEMENT, EACH AND (Y) ANY AND ALL CLAIMS, OFFSETS, CAUSES OF ACTION, SUITS OR DEFENSES OF ANY KIND WHATSOEVER (IF ANY), WHETHER ARISING AT LAW OR IN EQUITY, WHICH ANY CREDIT OBLIGOR REPRESENTS PARTY OWNS AND WARRANTS THAT HOLDS AS OF THE DATE HEREOF THERE ARE NO CLAIMS HEREOF, OR OFFSETS AGAINST HAS AT ANY TIME PRIOR TO THE DATE HEREO OWNED OR RIGHTS OF RECOUPMENT WITH RESPECT TO OR DEFENSES OR COUNTERCLAIMS TO ITS OBLIGATIONS UNDER THE LOAN DOCUMENTS AND IN ACCORDANCE THEREWITH IT: (a) WAIVES ANY AND ALL SUCH CLAIMS, OFFSETS, RIGHTS OF RECOUPMENT, DEFENSES OR COUNTERCLAIMSHELD, WHETHER KNOWN OR UNKNOWN, WHICH THE RELEASING PARTIES MIGHT OTHERWISE HAVE AGAINST ANY OF THE RELEASED PARTIES, IN EACH CASE UNDER CLAUSE (X) OR CLAUSE (Y), (A) ON ACCOUNT OF ANY PAST OR PRESENTLY EXISTING CONDITION, ACT, OMISSION, REPRESENTATION, EVENT, CONTRACT, LIABILITY, OBLIGATION, INDEBTEDNESS, CLAIM, CAUSE OF ACTION, DEFENSE, CIRCUMSTANCE OR MATTER OF EACH AND EVERY KIND OR NATURE AND (B) RELATING TO OR ARISING PRIOR OUT OF, IN ANY RESPECT, THE CREDIT AGREEMENT, THE CREDIT DOCUMENTS, ANY SUBJECT HEDGE AGREEMENT OR ANY AGREEMENT ENTERED INTO IN CONNECTION THEREWITH. THE RELEASED PARTIES SHALL NOT BE LIABLE WITH RESPECT TO, AND EACH OF THE BORROWER, HOLDINGS AND THE OTHER CREDIT PARTIES HEREBY WAIVES, RELEASES, RELINQUISHES, AND COVENANTS AND AGREES NOT TO ▇▇▇ FOR, ANY DAMAGES WHATSOVER, INCLUDING WITHOUT LIMITATION ANY SPECIAL, INDIRECT, CONSEQUENTIAL, LOST PROFIT, AND PUNITIVE DAMAGES RELATING TO OR ARISING OUT OF, IN ANY RESPECT, THE CREDIT AGREEMENT, THE OTHER CREDIT DOCUMENTS AND ANY SUBJECT HEDGE AGREEMENT, OR ARISING OUT OF ANY AND ALL ACTIVITIES IN CONNECTION HEREWITH OR THEREWITH (WHETHER BEFORE, ON OR AFTER THE DATE HEREOF; AND (b) RELEASES AND DISCHARGES THE LENDER, ITS AFFILIATES AND ITS AND THEIR OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, SHAREHOLDERS AND ATTORNEYS (COLLECTIVELY THE “RELEASED PARTIES”) FROM ANY AND ALL OBLIGATIONS, INDEBTEDNESS, LIABILITIES, CLAIMS, RIGHTS, CAUSES OF ACTION OR DEMANDS WHATSOEVER, WHETHER KNOWN OR UNKNOWN, SUSPECTED OR UNSUSPECTED, IN LAW OR EQUITY, WHICH THE BORROWER EVER HAD, NOW HAS, CLAIMS TO HAVE OR MAY HAVE AGAINST ANY RELEASED PARTY ARISING PRIOR TO THE DATE HEREOF AND FROM OR IN CONNECTION WITH THE LOAN DOCUMENTS OR THE TRANSACTIONS CONTEMPLATED THEREBY).

Waiver and Release. (A) SUBJECT TO INDUCE THE LENDER TO AGREE TO THE TERMS OF THIS AMENDMENTSECTION 15.04, EACH CREDIT OBLIGOR REPRESENTS PURCHASER HEREBY WAIVES, RELEASES AND WARRANTS THAT AS RENOUNCES AND AGREES NOT TO SEEK TO ESTABLISH OR ENFORCE ANY RIGHTS, REMEDIES OR CLAIMS (WHETHER STATUTORY OR OTHERWISE) AGAINST GAIF AND ANY OTHER SELLER OR ANY OF THEIR RESPECTIVE OFFICERS, DIRECTORS, MANAGERS, EMPLOYEES, AFFILIATES, AGENTS, ATTORNEYS OR REPRESENTATIVES IN RESPECT OF ANY OF THE DATE HEREOF THERE ARE NO CLAIMS OR OFFSETS AGAINST OR RIGHTS OF RECOUPMENT WITH RESPECT TO OR DEFENSES OR COUNTERCLAIMS TO ITS OBLIGATIONS UNDER MATTERS SET FORTH IN SECTION 15.02. WITHOUT LIMITING THE LOAN DOCUMENTS AND FOREGOING, EXCEPT AS OTHERWISE PROVIDED IN ACCORDANCE THEREWITH IT: (a) SECTION 15.04, EACH PURCHASER WAIVES ANY CLAIM, LIABILITY, RESPONSIBILITY, WARRANTY, REPRESENTATION, GUARANTY, LIABILITY AND ALL SUCH CLAIMS, OFFSETS, RIGHTS OBLIGATION OF RECOUPMENT, DEFENSES OR COUNTERCLAIMS, ANY KIND (WHETHER KNOWN OR UNKNOWN) THAT SUCH PURCHASER OR ANY OTHER PERSON CLAIMING UNDER OR THROUGH AIRCASTLE AND EACH OTHER PURCHASER MAY NOW OR HEREAFTER HAVE OR CLAIM AGAINST GAIF AND EACH OTHER SELLER OR ANY OF THEIR RESPECTIVE OFFICERS, DIRECTORS, MANAGERS, EMPLOYEES, AFFILIATES, AGENTS, ATTORNEYS OR REPRESENTATIVES, WITH RESPECT TO: (i) ANY REPAIR, MAINTENANCE OR OTHER SERVICES IN RESPECT OF ANY OF THE AIRCRAFT, WHETHER IN CONTRACT OR IN TORT AND HOWEVER ARISING PRIOR AND WHETHER PERFORMED OR TO BE PERFORMED; (ii) ANY COST, LOSS OR DAMAGE (CONSEQUENTIAL OR OTHERWISE), LOSS OF PROFIT OR REVENUE, LOSS OR SUSPENSION OF CERTIFICATION OF ANY OF THE DATE HEREOFAIRCRAFT, GROUNDING OF ANY OF THE AIRCRAFT, OR ANY OTHER CLAIM WHATSOEVER ARISING FROM THE CONDITION OF ANY OF THE AIRCRAFT OR ANY PART THEREOF, ANY MAINTENANCE OR REPAIR OF EACH OF THE AIRCRAFT OR ANY PART THEREOF, ANY ALTERATION, MODIFICATION OR ADDITION TO ANY OF THE AIRCRAFT OR ANY PART THEREOF, OR ANY INSPECTION OF ANY OF THE AIRCRAFT OR THE AIRCRAFT DOCUMENTS FOR SUCH AIRCRAFT, WHETHER PERFORMED OR TO BE PERFORMED, OR THE LACK OF SUCH INSPECTION; AND AND (biii) RELEASES ANY OBLIGATION OR LIABILITY OF GAIF AND DISCHARGES ANY OTHER SELLER OR MANUFACTURER, OR THEIR RESPECTIVE OFFICERS, DIRECTORS, MANAGERS, EMPLOYEES, AFFILIATES, AGENTS, ATTORNEYS OR REPRESENTATIVES WITH RESPECT TO ANY IMPLIED WARRANTY OF MERCHANTABILITY, ANY IMPLIED WARRANTY ARISING FROM COURSE OF PERFORMANCE, COURSE OF DEALING, USAGE OR TRADE, ANY IMPLIED WARRANTY OF FITNESS FOR USE OR FOR ANY PARTICULAR PURPOSE, AND ANY OBLIGATION OR CLAIM FOR LOSS OF USE OF OR THE LENDERLOSS OF OR DAMAGE TO ANY OF THE AIRCRAFT, ITS AFFILIATES OR ANY PART THEREOF, FOR ANY REASON, AND ITS FOR ANY LIABILITY OF ANY PURCHASER TO ANY THIRD PARTY AND FOR ANY OTHER DIRECT, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES OF ANY KIND OR NATURE, WHETHER OR NOT ARISING FROM THE NEGLIGENCE (ACTUAL OR IMPUTED) OF GAIF AND ANY OTHER SELLER OR THEIR OFFICERS, DIRECTORS, MANAGERS, EMPLOYEES, AFFILIATES, AGENTS, SHAREHOLDERS ATTORNEYS OR REPRESENTATIVES, AND ATTORNEYS ANY RISKS WITH RESPECT THERETO ARE HEREBY ASSUMED BY AIRCASTLE AND EACH OTHER PURCHASER. (COLLECTIVELY B) THE “RELEASED PARTIES”) FROM ANY REPRESENTATIONS AND ALL OBLIGATIONS, INDEBTEDNESS, LIABILITIES, CLAIMS, RIGHTS, CAUSES WARRANTIES BY GAIF AND EACH OF ACTION OR DEMANDS WHATSOEVER, WHETHER KNOWN OR UNKNOWN, SUSPECTED OR UNSUSPECTED, IN LAW OR EQUITY, WHICH THE BORROWER EVER HAD, NOW HAS, CLAIMS TO HAVE OR MAY HAVE AGAINST ANY RELEASED PARTY ARISING PRIOR SELLERS HEREUNDER AND UNDER THE OTHER SELLER DOCUMENTS CONSTITUTES THE SOLE AND EXCLUSIVE REPRESENTATIONS AND WARRANTIES TO THE DATE HEREOF AND FROM OR PURCHASERS IN CONNECTION WITH THE LOAN DOCUMENTS TRANSACTIONS CONTEMPLATED HEREBY, AND EACH OF THE PURCHASERS UNDERSTANDS AND ACKNOWLEDGES AND AGREES THAT ALL OTHER REPRESENTATIONS AND WARRANTIES OF ANY KIND OR NATURE, EXPRESS OR IMPLIED ARE SPECIFICALLY DISCLAIMED BY GAIF AND EACH OF THE SELLERS. EACH OF THE PURCHASERS ACKNOWLEDGES THAT IT DID NOT RELY ON ANY REPRESENTATION OR WARRANTY NOT CONTAINED IN THIS AGREEMENT OR ANY OTHER SELLER DOCUMENT IN DECIDING TO CONSUMMATE THE TRANSACTIONS CONTEMPLATED THEREBYBY THIS AGREEMENT.

Waiver and Release. TO INDUCE THE LENDER ADMINISTRATIVE AGENT AND THE LENDERS TO AGREE TO THE TERMS OF THIS AMENDMENT, EACH CREDIT OBLIGOR REPRESENTS BORROWER AND WARRANTS THAT ITS AFFILIATES (COLLECTIVELY, THE “RELEASING PARTIES”) REPRESENT AND WARRANT THAT, AS OF THE DATE HEREOF HEREOF, THERE ARE NO CLAIMS OR OFFSETS AGAINST AGAINST, OR RIGHTS OF RECOUPMENT WITH RESPECT TO TO, OR DISPUTES OF, OR DEFENSES OR COUNTERCLAIMS TO ITS TO, THEIR OBLIGATIONS UNDER THE LOAN DOCUMENTS DOCUMENTS, AND IN ACCORDANCE THEREWITH ITTHEY: (a) WAIVES WAIVE ANY AND ALL SUCH CLAIMS, OFFSETS, RIGHTS OF RECOUPMENT, DISPUTES, DEFENSES OR AND COUNTERCLAIMS, WHETHER KNOWN OR UNKNOWN, ARISING PRIOR TO THE DATE HEREOF; AND (b) RELEASES FOREVER RELEASE, RELIEVE, AND DISCHARGES DISCHARGE THE LENDER, ITS AFFILIATES ADMINISTRATIVE AGENT AND ITS EACH LENDER AND EACH OF THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEESSHAREHOLDERS, MEMBERS, PARTNERS, PREDECESSORS, SUCCESSORS, ASSIGNS, ATTORNEYS, ACCOUNTANTS, AGENTS, SHAREHOLDERS EMPLOYEES, AND ATTORNEYS REPRESENTATIVES (COLLECTIVELY COLLECTIVELY, THE “RELEASED PARTIES”) ), AND EACH OF THEM, FROM ANY AND ALL OBLIGATIONS, INDEBTEDNESSCLAIMS, LIABILITIES, CLAIMS, RIGHTSDEMANDS, CAUSES OF ACTION ACTION, DEBTS, OBLIGATIONS, PROMISES, ACTS, AGREEMENTS, AND DAMAGES, OF WHATEVER KIND OR DEMANDS WHATSOEVERNATURE, WHETHER KNOWN OR UNKNOWN, SUSPECTED OR UNSUSPECTED, IN CONTINGENT OR FIXED, LIQUIDATED OR UNLIQUIDATED, MATURED OR UNMATURED, WHETHER AT LAW OR IN EQUITY, WHICH THE BORROWER RELEASING PARTIES EVER HAD, NOW HASHAVE, CLAIMS OR MAY, SHALL, OR CAN HEREAFTER HAVE, DIRECTLY OR INDIRECTLY ARISING OUT OF OR IN ANY WAY BASED UPON, CONNECTED WITH, OR RELATED TO HAVE MATTERS, THINGS, ACTS, CONDUCT, AND/OR MAY HAVE AGAINST OMISSIONS AT ANY RELEASED PARTY ARISING PRIOR TO TIME FROM THE BEGINNING OF THE WORLD THROUGH AND INCLUDING THE DATE HEREOF HEREOF, INCLUDING WITHOUT LIMITATION ANY AND FROM ALL CLAIMS AGAINST THE RELEASED PARTIES ARISING UNDER OR IN CONNECTION WITH RELATED TO ANY OF THE LOAN DOCUMENTS OR ANY OF THE TRANSACTIONS CONTEMPLATED THEREBY. (c) IN CONNECTION WITH THE RELEASE CONTAINED HEREIN, THE RELEASING PARTIES ACKNOWLEDGE THAT THEY ARE AWARE THAT THEY MAY HEREAFTER DISCOVER CLAIMS PRESENTLY UNKNOWN OR UNSUSPECTED, OR FACTS IN ADDITION TO OR DIFFERENT FROM THOSE WHICH THEY KNOW OR BELIEVE TO BE TRUE, WITH RESPECT TO THE MATTERS RELEASED HEREIN. NEVERTHELESS, IT IS THE INTENTION OF THE RELEASING PARTIES, THROUGH THIS AMENDMENT AND WITH ADVICE OF COUNSEL, FULLY, FINALLY, AND FOREVER TO RELEASE ALL SUCH MATTERS, AND ALL CLAIMS RELATED THERETO, WHICH DO NOW EXIST, OR HERETOFORE HAVE EXISTED. IN FURTHERANCE OF SUCH INTENTION, THE RELEASES HEREIN GIVEN SHALL BE AND REMAIN IN EFFECT AS A FULL AND COMPLETE RELEASE OF SUCH MATTERS NOTWITHSTANDING THE DISCOVERY OR EXISTENCE OF ANY SUCH ADDITIONAL OR DIFFERENT CLAIMS OR FACTS RELATED THERETO. (d) THE RELEASING PARTIES COVENANT AND AGREE NOT TO BRING ANY CLAIM, ACTION, SUIT, OR PROCEEDING AGAINST THE RELEASED PARTIES, DIRECTLY OR INDIRECTLY, REGARDING OR RELATED IN ANY MANNER TO THE MATTERS RELEASED HEREBY, AND FURTHER COVENANT AND AGREE THAT THIS AMENDMENT IS A BAR TO ANY SUCH CLAIM, ACTION, SUIT, OR PROCEEDING. (e) THE RELEASING PARTIES REPRESENT AND WARRANT TO THE RELEASED PARTIES THAT THEY HAVE NOT HERETOFORE ASSIGNED OR TRANSFERRED, OR PURPORTED TO ASSIGN OR TRANSFER, TO ANY PERSON OR ENTITY ANY CLAIMS OR OTHER MATTERS HEREIN RELEASED. (f) THE RELEASING PARTIES ACKNOWLEDGE THAT THEY HAVE HAD THE BENEFIT OF INDEPENDENT LEGAL ADVICE WITH RESPECT TO THE ADVISABILITY OF ENTERING INTO THIS RELEASE AND HEREBY KNOWINGLY, AND UPON SUCH ADVICE OF COUNSEL, WAIVE ANY AND ALL APPLICABLE RIGHTS AND BENEFITS UNDER, AND PROTECTIONS OF, CALIFORNIA CIVIL CODE SECTION 1542, AND ANY AND ALL STATUTES AND DOCTRINES OF SIMILAR EFFECT. CALIFORNIA CIVIL CODE SECTION 1542 PROVIDES AS FOLLOWS:

Waiver and Release. TO INDUCE AS A MATERIAL INDUCEMENT FOR THE LENDER TO AGREE TO THE TERMS OF EXECUTE THIS AMENDMENT, EACH CREDIT OBLIGOR REPRESENTS THE BORROWER DOES HEREBY RELEASE, WAIVE, DISCHARGE, COVENANT NOT TO SUE, ACQUIT, SATISFY AND WARRANTS THAT AS OF THE DATE HEREOF THERE ARE NO CLAIMS OR OFFSETS AGAINST OR RIGHTS OF RECOUPMENT WITH RESPECT TO OR DEFENSES OR COUNTERCLAIMS TO ITS OBLIGATIONS UNDER THE LOAN DOCUMENTS AND IN ACCORDANCE THEREWITH IT: (a) WAIVES ANY AND ALL SUCH CLAIMS, OFFSETS, RIGHTS OF RECOUPMENT, DEFENSES OR COUNTERCLAIMS, WHETHER KNOWN OR UNKNOWN, ARISING PRIOR TO THE DATE HEREOF; AND (b) RELEASES AND DISCHARGES FOREVER DISCHARGE THE LENDER, ITS AFFILIATES AND ITS AND THEIR OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, SHAREHOLDERS ATTORNEYS AND ATTORNEYS (COLLECTIVELY THE “RELEASED PARTIES”) AGENTS AND ITS AFFILIATES AND ASSIGNS FROM ANY AND ALL OBLIGATIONS, INDEBTEDNESS, LIABILITIESLIABILITY, CLAIMS, RIGHTSCOUNTERCLAIMS, DEFENSES, ACTIONS, CAUSES OF ACTION OR ACTION, SUITS, CONTROVERSIES, AGREEMENTS, PROMISES AND DEMANDS WHATSOEVER, WHETHER KNOWN OR UNKNOWN, SUSPECTED OR UNSUSPECTED, WHATSOEVER IN LAW OR EQUITY, IN EQUITY WHICH THE BORROWER EVER HAD, NOW HAS, CLAIMS TO HAVE OR WHICH ANY PERSONAL REPRESENTATIVE, SUCCESSOR, HEIR OR ASSIGN OF THE BORROWER HEREAFTER CAN, SHALL OR MAY HAVE AGAINST THE LENDER, ITS OFFICERS, DIRECTORS, EMPLOYEES, ATTORNEYS AND AGENTS, AND ITS AFFILIATES AND ASSIGNS, FOR, UPON OR BY REASON OF ANY RELEASED PARTY ARISING PRIOR TO MATTER, CAUSE OR THING WHATSOEVER, THROUGH THE DATE HEREOF HEREOF. THE BORROWER FURTHER EXPRESSLY COVENANTS WITH AND FROM WARRANTS UNTO THE LENDER AND ITS AFFILIATES AND ASSIGNS, THAT THERE EXIST NO CLAIMS, COUNTERCLAIMS, DEFENSES, OBJECTIONS, OFFSETS OR IN CONNECTION WITH CLAIMS OF OFFSET AGAINST THE LENDER OR THE OBLIGATION OF THE BORROWER TO PAY THE LENDER ALL AMOUNTS OWING UNDER THE NOTE, THE CREDIT AGREEMENT AND ALL ASSOCIATED LOAN DOCUMENTS OR AS AND WHEN THE TRANSACTIONS CONTEMPLATED THEREBYSAME BECOME DUE AND PAYABLE.

Waiver and Release. TO INDUCE THE LENDER LENDER, TO AGREE TO THE TERMS OF THIS AMENDMENT, EACH CREDIT OBLIGOR REPRESENTS THE BORROWER AND WARRANTS THE GUARANTORS (FOR THEMSELVES AND THEIR AFFILIATES) (COLLECTIVELY, THE “RELEASING PARTIES”) REPRESENT AND WARRANT THAT AS OF THE DATE HEREOF THERE ARE NO CLAIMS OR OFFSETS AGAINST OR RIGHTS OF RECOUPMENT WITH RESPECT TO OR DEFENSES OR COUNTERCLAIMS TO ITS THEIR OBLIGATIONS UNDER THE LOAN DOCUMENTS AND IN ACCORDANCE THEREWITH ITTHEY: (a) WAIVES WAIVE ANY AND ALL SUCH CLAIMS, OFFSETS, RIGHTS OF RECOUPMENT, DEFENSES OR COUNTERCLAIMS, WHETHER KNOWN OR UNKNOWN, ARISING PRIOR TO THE DATE HEREOF; AND. (b) RELEASES FOREVER RELEASE, RELIEVE AND DISCHARGES DISCHARGE THE LENDER, ITS AFFILIATES AND ITS AND THEIR OFFICERS, DIRECTORS, EMPLOYEESSHAREHOLDERS, MEMBERS, PARTNERS, PREDECESSORS, SUCCESSORS, ASSIGNS, ATTORNEYS, ACCOUNTANTS, AGENTS, SHAREHOLDERS EMPLOYEES AND ATTORNEYS REPRESENTATIVES (COLLECTIVELY COLLECTIVELY, THE “RELEASED PARTIES”) ), AND EACH OF THEM, FROM ANY AND ALL OBLIGATIONS, INDEBTEDNESSCLAIMS, LIABILITIES, CLAIMS, RIGHTSDEMANDS, CAUSES OF ACTION ACTION, DEBTS, OBLIGATIONS, PROMISES, ACTS, AGREEMENTS AND DAMAGES, OF WHATEVER KIND OR DEMANDS WHATSOEVERNATURE, WHETHER KNOWN OR UNKNOWN, SUSPECTED OR UNSUSPECTED, IN CONTINGENT OR FIXED, LIQUIDATED OR UNLIQUIDATED, MATURED OR UNMATURED, WHETHER AT LAW OR IN EQUITY, WHICH THE BORROWER RELEASING PARTIES EVER HAD, NOW HASHAVE, CLAIMS OR MAY, SHALL, OR CAN HEREAFTER HAVE, DIRECTLY OR INDIRECTLY ARISING OUT OF OR IN ANY WAY BASED UPON, CONNECTED WITH, OR RELATED TO HAVE MATTERS, THINGS, ACTS, CONDUCT AND/OR MAY HAVE AGAINST OMISSIONS AT ANY RELEASED PARTY ARISING PRIOR TO TIME FROM THE BEGINNING OF THE WORLD THROUGH AND INCLUDING THE DATE HEREOF HEREOF, INCLUDING WITHOUT LIMITATION ANY AND FROM ALL CLAIMS AGAINST THE RELEASED PARTIES ARISING UNDER OR IN CONNECTION WITH RELATED TO THE LOAN DOCUMENTS OR THE TRANSACTIONS CONTEMPLATED THEREBY. NOTWITHSTANDING ANYTHING TO THE CONTRARY HEREIN, THE RELEASING PARTIES AND THE RELEASED PARTIES HEREBY AGREE THAT THE RELEASE CONTAINED HEREIN DOES NOT INCLUDE A RELEASE OF ANY CLAIM OR OBLIGATION AGAINST THE RELEASED PARTIES ARISING AFTER THE DATE HEREOF UNDER THE TERMS OF THE LOAN DOCUMENTS WHICH CLAIM OR OBLIGATION DOES NOT ARISE, DIRECTLY OR INDIRECTLY, OUT OF AND IS IN NO WAY BASED UPON MATTERS, THINGS, ACTS, CONDUCT AND/OR OMISSIONS OCCURRING PRIOR TO THE DATE HEREOF. (c) IN CONNECTION WITH THE RELEASE CONTAINED HEREIN, ACKNOWLEDGE THAT THEY ARE AWARE THAT THEY MAY HEREAFTER DISCOVER CLAIMS PRESENTLY UNKNOWN OR UNSUSPECTED, OR FACTS IN 3 ADDITION TO OR DIFFERENT FROM THOSE WHICH THEY KNOW OR BELIEVE TO BE TRUE, WITH RESPECT TO THE MATTERS RELEASED HEREIN. NEVERTHELESS, IT IS THE INTENTION OF THE RELEASING PARTIES, THROUGH THIS AMENDMENT AND WITH ADVICE OF COUNSEL, FULLY, FINALLY AND FOREVER TO RELEASE ALL SUCH MATTERS, AND ALL CLAIMS RELATED THERETO, WHICH DO NOW EXIST, OR HERETOFORE HAVE EXISTED. IN FURTHERANCE OF SUCH INTENTION, THE RELEASES HEREIN GIVEN SHALL BE AND REMAIN IN EFFECT AS A FULL AND COMPLETE RELEASE OR WITHDRAWAL OF SUCH MATTERS NOTWITHSTANDING THE DISCOVERY OR EXISTENCE OF ANY SUCH ADDITIONAL OR DIFFERENT CLAIMS OR FACTS RELATED THERETO. (d) COVENANT AND AGREE NOT TO BRING ANY CLAIM, ACTION, SUIT OR PROCEEDING AGAINST THE RELEASED PARTIES, DIRECTLY OR INDIRECTLY, REGARDING OR RELATED IN ANY MANNER TO THE MATTERS RELEASED HEREBY, AND FURTHER COVENANT AND AGREE THAT THIS AGREEMENT IS A BAR TO ANY SUCH CLAIM, ACTION, SUIT OR PROCEEDING. (e) REPRESENT AND WARRANT TO THE RELEASED PARTIES THAT THEY HAVE NOT HERETOFORE ASSIGNED OR TRANSFERRED, OR PURPORTED TO ASSIGN OR TRANSFER, TO ANY PERSON OR ENTITY ANY CLAIMS OR OTHER MATTERS HEREIN RELEASED.

Waiver and Release. TO INDUCE THE LENDER TO AGREE TO THE TERMS OF THIS AMENDMENTThe Loan Parties warrant and represent to the Administrative Agent and the Lenders that the loans evidenced by the Loan Documents are not subject to any credits, EACH CREDIT OBLIGOR REPRESENTS AND WARRANTS THAT AS OF THE DATE HEREOF THERE ARE NO CLAIMS OR OFFSETS AGAINST OR RIGHTS OF RECOUPMENT WITH RESPECT TO OR DEFENSES OR COUNTERCLAIMS TO ITS OBLIGATIONS UNDER THE LOAN DOCUMENTS AND IN ACCORDANCE THEREWITH IT:charges, claims, or rights of offset or deduction of any kind or character whatsoever and, as a material part of the consideration for the Agent and the Lenders entering into this Agreement, each Loan Party agrees as follows (the “Release Provision”): (a) WAIVES EACH LOAN PARTY HEREBY RELEASES AND FOREVER DISCHARGES THE ADMINISTRATIVE AGENT AND THE LENDERS AND EACH OF THEIR PREDECESSORS, SUCCESSORS, ASSIGNS, OFFICERS, MANAGERS, DIRECTORS, MEMBERS, SHAREHOLDERS, EMPLOYEES, AGENTS, ATTORNEYS, REPRESENTATIVES, PARENT CORPORATIONS, SUBSIDIARIES, AND AFFILIATES (HEREINAFTER ALL OF THE ABOVE COLLECTIVELY REFERRED TO AS “RELEASED PARTIES”) JOINTLY AND SEVERALLY FROM ANY AND ALL SUCH CLAIMS, COUNTERCLAIMS, DEMANDS, DAMAGES, DEBTS, AGREEMENTS, COVENANTS, SUITS, CONTRACTS, OBLIGATIONS, LIABILITIES, ACCOUNTS, OFFSETS, RIGHTS RIGHTS, ACTIONS, AND CAUSES OF RECOUPMENTACTION OF ANY NATURE WHATSOEVER OCCURRING PRIOR TO THE DATE HEREOF AND ARISING OUT OF OR RELATED TO THE LOAN DOCUMENTS, DEFENSES INCLUDING, WITHOUT LIMITATION, ALL CLAIMS, DEMANDS, AND CAUSES OF ACTION FOR CONTRIBUTION AND INDEMNITY, WHETHER ARISING AT LAW OR COUNTERCLAIMSIN EQUITY, PRESENTLY POSSESSED, WHETHER KNOWN OR UNKNOWN, WHETHER LIABILITY BE DIRECT OR INDIRECT, LIQUIDATED OR UNLIQUIDATED, PRESENTLY ACCRUED, WHETHER ABSOLUTE OR CONTINGENT, FORESEEN OR UNFORESEEN, AND WHETHER OR NOT HERETOFORE ASSERTED, SPECIFICALLY EXCLUDING, HOWEVER, CLAIMS ARISING PRIOR FROM THE GROSS NEGLIGENCE AND/OR WILLFUL MISCONDUCT OF ANY OF THE RELEASED PARTIES, AS DETERMINED BY A COURT OF COMPETENT JURISDICTION (“CLAIMS”), WHICH SUCH LOAN PARTY MAY HAVE OR CLAIM TO THE DATE HEREOF; ANDHAVE AGAINST ANY RELEASED PARTIES. (b) RELEASES AND DISCHARGES THE LENDEREach Loan Party agrees not to sue any Released Parties or in any way assist any other Person in suing any Released Parties with respect to any Claim released herein. The Release Provision may be pleaded as a full and complete defense to, ITS AFFILIATES AND ITS AND THEIR OFFICERSand may be used as the basis for an injunction against, DIRECTORSany action, EMPLOYEESsuit, AGENTSor other proceeding which may be instituted, SHAREHOLDERS AND ATTORNEYS prosecuted, or attempted in breach of the release contained herein. (COLLECTIVELY THE “RELEASED PARTIES”c) FROM ANY AND ALL OBLIGATIONSEach Loan Party acknowledges, INDEBTEDNESSwarrants, LIABILITIESand represents to Released Parties that: (i) Each Loan Party has read and understands the effect of the Release Provision. Each Loan Party has had the assistance of independent counsel of its own choice, CLAIMSor has had the opportunity to retain such independent counsel, RIGHTSin reviewing, CAUSES OF ACTION OR DEMANDS WHATSOEVERdiscussing, WHETHER KNOWN OR UNKNOWNand considering all the terms of the Release Provision; and if counsel was retained, SUSPECTED OR UNSUSPECTEDcounsel for each Loan Party has read and considered the Release Provision and advised each Loan Party to execute the same. Before execution of this Agreement, IN LAW OR EQUITYeach Loan Party has had adequate opportunity to make whatever investigation or inquiry it may deem necessary or desirable in connection with the subject matter of the Release Provision. (ii) No Loan Party is acting in reliance on any representation, WHICH THE BORROWER EVER HADunderstanding, NOW HASor agreement not expressly set forth herein. Each Loan Party acknowledges that the Released Parties have not made any representation with respect to the Release Provision except as expressly set forth herein. (iii) Each Loan Party has executed this Agreement and the Release Provision thereof as its free and voluntary act, CLAIMS TO HAVE OR MAY HAVE AGAINST ANY RELEASED PARTY ARISING PRIOR TO THE DATE HEREOF AND FROM OR IN CONNECTION WITH THE LOAN DOCUMENTS OR THE TRANSACTIONS CONTEMPLATED THEREBYwithout any duress, coercion, or undue influence exerted by or on behalf of any Person. (iv) Each Loan Party is the sole owner of the Claims released by the Release Provision, and no Loan Party has heretofore conveyed or assigned any interest in any such Claims to any other Person. (d) Each Loan Party understands that the Release Provision was a material consideration in the agreement of the Administrative Agent and the Lenders to enter into this Agreement. (e) It is the express intent of the Loan Parties that the release and discharge set forth in the Release Provision be construed as broadly as possible in favor of the Released Parties so as to foreclose forever the assertion by each Loan Party of any Claims released hereby against Released Parties. (f) If any term, provision, covenant, or condition of the Release Provision is held by a court of competent jurisdiction to be invalid, illegal, or unenforceable, the remainder of the provisions shall remain in full force and effect

Waiver and Release. TO INDUCE THE LENDER ADMINISTRATIVE AGENT, ACTING ON BEHALF OF THE LENDERS, TO AGREE TO THE TERMS OF THIS AMENDMENT, EACH CREDIT OBLIGOR THE BORROWER REPRESENTS AND WARRANTS THAT AS OF THE DATE HEREOF THERE ARE NO CLAIMS OR OFFSETS AGAINST OR RIGHTS OF RECOUPMENT WITH RESPECT TO OR DEFENSES OR COUNTERCLAIMS TO ITS OBLIGATIONS UNDER THE LOAN DOCUMENTS AND IN ACCORDANCE THEREWITH IT: (a) WAIVES ANY AND ALL SUCH CLAIMS, OFFSETS, RIGHTS OF RECOUPMENT, DEFENSES OR COUNTERCLAIMS, WHETHER KNOWN OR UNKNOWN, ARISING PRIOR TO THE DATE HEREOF; AND (b) RELEASES AND DISCHARGES THE LENDERADMINISTRATIVE AGENT, ITS THE LENDERS, THEIR AFFILIATES AND ITS AND THEIR OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, SHAREHOLDERS AND ATTORNEYS (COLLECTIVELY THE “"RELEASED PARTIES”") FROM ANY AND ALL OBLIGATIONS, INDEBTEDNESS, LIABILITIES, CLAIMS, RIGHTS, CAUSES OF ACTION OR DEMANDS WHATSOEVER, WHETHER KNOWN OR UNKNOWN, SUSPECTED OR UNSUSPECTED, IN LAW OR EQUITY, WHICH THE BORROWER EVER HAD, NOW HAS, CLAIMS TO HAVE OR OR (c) MAY HAVE AGAINST ANY RELEASED PARTY ARISING PRIOR TO THE DATE HEREOF AND FROM OR IN CONNECTION WITH THE LOAN DOCUMENTS OR THE TRANSACTIONS CONTEMPLATED THEREBY.

Waiver and Release. TO INDUCE THE LENDER TO AGREE TO THE TERMS EACH BORROWER (IN ITS OWN RIGHT AND ON BEHALF OF THIS AMENDMENTITS OFFICERS, EACH CREDIT OBLIGOR REPRESENTS EMPLOYEES, ATTORNEYS AND WARRANTS AGENTS) HEREBY EXPRESSLY AND UNCONDITIONALLY ACKNOWLEDGES AND AGREES THAT AS OF THE DATE HEREOF THERE ARE IT HAS NO CLAIMS OR OFFSETS AGAINST OR RIGHTS OF RECOUPMENT WITH RESPECT TO OR DEFENSES OR COUNTERCLAIMS TO ITS OBLIGATIONS UNDER THE LOAN DOCUMENTS AND IN ACCORDANCE THEREWITH IT: (a) WAIVES ANY AND ALL SUCH SETOFFS, COUNTERCLAIMS, ADJUSTMENTS, RECOUPMENTS, DEFENSES, CLAIMS, OFFSETSCAUSES OF ACTION, RIGHTS ACTIONS OR DAMAGES OF RECOUPMENT, DEFENSES ANY CHARACTER OR COUNTERCLAIMSNATURE, WHETHER CONTINGENT, NONCONTINGENT, LIQUIDATED, UNLIQUIDATED, FIXED, MATURED, UNMATURED, DISPUTED, UNDISPUTED, LEGAL, EQUITABLE, SECURED OR UNSECURED, KNOWN OR UNKNOWN, ARISING PRIOR TO THE DATE HEREOF; AND (b) RELEASES AND DISCHARGES THE ACTUAL OR PUNITIVE, FORESEEN OR UNFORESEEN, DIRECT, OR INDIRECT, AGAINST LENDER, ANY OF ITS AFFILIATES AND OR ANY OF ITS AND THEIR OFFICERS, DIRECTORS, AGENTS, EMPLOYEES, AGENTSATTORNEYS OR REPRESENTATIVES (COLLECTIVELY, SHAREHOLDERS AND ATTORNEYS (COLLECTIVELY THE “RELEASED LENDER-RELATED PARTIES”) FROM OR ANY GROUNDS OR CAUSE FOR REDUCTION, MODIFICATION, SET ASIDE OR SUBORDINATION OF THE INDEBTEDNESS OR ANY LIENS OR SECURITY INTERESTS OF LENDER. IN PARTIAL CONSIDERATION FOR THE AGREEMENT OF ▇▇▇▇▇▇ TO ENTER INTO THIS AGREEMENT, EACH OF THE BORROWERS HEREBY KNOWINGLY AND UNCONDITIONALLY WAIVES AND FULLY AND FINALLY RELEASES AND FOREVER DISCHARGES LENDER-RELATED PARTIES FROM, AND COVENANTS NOT TO SUE LENDER-RELATED PARTIES FOR, ANY AND ALL OBLIGATIONSSETOFFS, INDEBTEDNESSCOUNTERCLAIMS, LIABILITIESADJUSTMENTS, RECOUPMENTS, CLAIMS, RIGHTS, CAUSES OF ACTION OR DEMANDS WHATSOEVERACTION, ACTIONS, GROUNDS, CAUSES, DAMAGES, COSTS AND EXPENSES OF EVERY NATURE AND CHARACTER, WHETHER CONTINGENT, NONCONTINGENT, LIQUIDATED, UNLIQUIDATED, FIXED, MATURED, UNMATURED, DISPUTED, UNDISPUTED, LEGAL, EQUITABLE, SECURED OR UNSECURED, KNOWN OR UNKNOWN, SUSPECTED ACTUAL OR UNSUSPECTEDPUNITIVE, IN LAW FORESEEN OR EQUITYUNFORESEEN, DIRECT OR INDIRECT WHICH ANY OF THE BORROWER EVER HADBORROWERS NOW OWNS AND HOLDS, NOW HASOR HAS AT ANY TIME HERETOFORE OWNED OR HELD, CLAIMS TO HAVE OR MAY HAVE AGAINST ANY RELEASED PARTY ARISING PRIOR TO SUCH WAIVER, RELEASE, DISCHARGE AND COVENANT BEING MADE WITH FULL KNOWLEDGE AND UNDERSTANDING OF THE DATE HEREOF CIRCUMSTANCES AND FROM OR IN CONNECTION EFFECTS OF SUCH WAIVER, RELEASE, DISCHARGE AND COVENANT AND AFTER HAVING CONSULTED LEGAL COUNSEL OF ITS OWN CHOOSING WITH THE LOAN DOCUMENTS OR THE TRANSACTIONS CONTEMPLATED THEREBY.RESPECT THERETO. THIS SECTION

Waiver and Release. TO INDUCE THE LENDER TO AGREE TO THE TERMS OF THIS AMENDMENT, EACH CREDIT OBLIGOR REPRESENTS THE BORROWER AND WARRANTS THE GUARANTORS (FOR THEMSELVES AND THEIR AFFILIATES) (COLLECTIVELY, THE “RELEASING PARTIES”) REPRESENT AND WARRANT THAT AS OF THE DATE HEREOF THERE ARE NO CLAIMS OR OFFSETS AGAINST OR RIGHTS OF RECOUPMENT WITH RESPECT TO OR DEFENSES OR COUNTERCLAIMS TO ITS THEIR OBLIGATIONS UNDER THE LOAN DOCUMENTS AND IN ACCORDANCE THEREWITH ITTHEY: (a) WAIVES WAIVE ANY AND ALL SUCH CLAIMS, OFFSETS, RIGHTS OF RECOUPMENT, DEFENSES OR COUNTERCLAIMS, WHETHER KNOWN OR UNKNOWN, ARISING PRIOR TO THE DATE HEREOF; AND (b) RELEASES FOREVER RELEASE, RELIEVE AND DISCHARGES DISCHARGE THE LENDER, ITS AFFILIATES AND ITS AND THEIR OFFICERS, DIRECTORS, EMPLOYEESSHAREHOLDERS, MEMBERS, PARTNERS, PREDECESSORS, SUCCESSORS, ASSIGNS, ATTORNEYS, ACCOUNTANTS, AGENTS, SHAREHOLDERS EMPLOYEES AND ATTORNEYS REPRESENTATIVES (COLLECTIVELY COLLECTIVELY, THE “RELEASED PARTIES”) ), AND EACH OF THEM, FROM ANY AND ALL OBLIGATIONS, INDEBTEDNESSCLAIMS, LIABILITIES, CLAIMS, RIGHTSDEMANDS, CAUSES OF ACTION ACTION, DEBTS, OBLIGATIONS, PROMISES, ACTS, AGREEMENTS AND DAMAGES, OF WHATEVER KIND OR DEMANDS WHATSOEVERNATURE, WHETHER KNOWN OR UNKNOWN, SUSPECTED OR UNSUSPECTED, IN CONTINGENT OR FIXED, LIQUIDATED OR UNLIQUIDATED, MATURED OR UNMATURED, WHETHER AT LAW OR IN EQUITY, WHICH THE BORROWER RELEASING PARTIES EVER HAD, NOW HASHAVE, CLAIMS OR MAY, SHALL, OR CAN HEREAFTER HAVE, DIRECTLY OR INDIRECTLY ARISING OUT OF OR IN ANY WAY BASED UPON, CONNECTED WITH, OR RELATED TO HAVE MATTERS, THINGS, ACTS, CONDUCT, AND/OR MAY HAVE AGAINST OMISSIONS AT ANY RELEASED PARTY ARISING PRIOR TO TIME FROM THE BEGINNING OF THE WORLD THROUGH AND INCLUDING THE DATE HEREOF HEREOF, INCLUDING WITHOUT LIMITATION ANY AND FROM ALL CLAIMS AGAINST THE RELEASED PARTIES ARISING UNDER OR IN CONNECTION WITH RELATED TO THE LOAN DOCUMENTS OR THE TRANSACTIONS CONTEMPLATED THEREBY. (c) IN CONNECTION WITH THE RELEASE CONTAINED HEREIN, THE RELEASING PARTIES ACKNOWLEDGE THAT THEY ARE AWARE THAT THEY MAY HEREAFTER DISCOVER CLAIMS PRESENTLY (d) THE RELEASING PARTIES COVENANT AND AGREE NOT TO BRING ANY CLAIM, ACTION, SUIT, OR PROCEEDING AGAINST THE RELEASED PARTIES, DIRECTLY OR INDIRECTLY, REGARDING OR RELATED IN ANY MANNER TO THE MATTERS RELEASED HEREBY, AND FURTHER COVENANT AND AGREE THAT THIS AGREEMENT IS A BAR TO ANY SUCH CLAIM, ACTION, SUIT OR PROCEEDING. (e) THE RELEASING PARTIES REPRESENT AND WARRANT TO THE RELEASED PARTIES THAT THEY HAVE NOT HERETOFORE ASSIGNED OR TRANSFERRED, OR PURPORTED TO ASSIGN OR TRANSFER, TO ANY PERSON OR ENTITY ANY CLAIMS OR OTHER MATTERS HEREIN RELEASED.

Waiver and Release. TO INDUCE THROUGH THE LENDER TO AGREE TO THE TERMS DATE OF THIS AMENDMENTAGREEMENT, THE BORROWER AND EACH CREDIT OBLIGOR REPRESENTS GUARANTOR HEREBY KNOWINGLY AND WARRANTS THAT AS OF THE DATE HEREOF THERE ARE NO CLAIMS OR OFFSETS AGAINST OR RIGHTS OF RECOUPMENT WITH RESPECT TO OR DEFENSES OR COUNTERCLAIMS TO ITS OBLIGATIONS UNDER THE LOAN DOCUMENTS AND IN ACCORDANCE THEREWITH IT: (a) WAIVES ANY AND ALL SUCH CLAIMSVOLUNTARILY, OFFSETSFOREVER RELEASES, RIGHTS OF RECOUPMENT, DEFENSES OR COUNTERCLAIMS, WHETHER KNOWN OR UNKNOWN, ARISING PRIOR TO THE DATE HEREOF; AND (b) RELEASES ACQUITS AND DISCHARGES THE LENDERAGENT AND THE LENDERS (BUT NOT ANY OF THE PRIOR LENDERS), ITS AFFILIATES AND ITS AND THEIR DIRECTORS, OFFICERS, DIRECTORSPARTNERS, TRUSTEES, BENEFICIARIES, EMPLOYEES, AGENTS, CONTROLLING PERSONS AND SHAREHOLDERS AND ATTORNEYS (COLLECTIVELY COLLECTIVELY, THE “"RELEASED PARTIES”") (A) FROM AND OF ANY AND ALL CLAIMS ARISING FROM ACTS OR OMISSIONS OF ANY OF THE RELEASED PARTIES OR THE PRIOR LENDERS, THEIR DIRECTORS, OFFICERS, PARTNERS, TRUSTEES, BENEFICIARIES, EMPLOYEES, AGENTS, CONTROLLING PERSONS AND SHAREHOLDERS (COLLECTIVELY, THE "PRIOR LENDER PARTIES") THAT MAY HAVE OCCURRED PRIOR TO THE CLOSING DATE THAT ANY OF THE RELEASED PARTIES OR ANY OF THE PRIOR LENDER PARTIES (1) IS IN ANY WAY RESPONSIBLE FOR THE PAST, CURRENT OR FUTURE CONDITION OR DETERIORATION OF THE BUSINESS OPERATIONS AND/OR FINANCIAL CONDITION OF THE BORROWER, OR (2) BREACHED ANY AGREEMENT TO LOAN MONEY OR MAKE OTHER FINANCIAL ACCOMMODATIONS AVAILABLE TO THE BORROWER OR TO FUND ANY OPERATIONS OF THE BORROWER AT ANY TIME, AND (B) FROM AND OF ANY AND ALL OTHER CLAIMS, DAMAGES, LOSSES, ACTIONS, COUNTERCLAIMS, SUITS, JUDGMENTS, OBLIGATIONS, INDEBTEDNESS, LIABILITIES, CLAIMSDEFENSES, RIGHTSAFFIRMATIVE DEFENSES, CAUSES SETOFFS, AND DEMANDS OF ACTION ANY KIND OR DEMANDS NATURE WHATSOEVER, IN LAW OR IN EQUITY, WHETHER PRESENTLY KNOWN OR UNKNOWN, SUSPECTED OR UNSUSPECTED, IN LAW OR EQUITY, WHICH THE BORROWER EVER OR ANY GUARANTOR MAY HAVE HAD, NOW HASHAVE, CLAIMS TO HAVE OR WHICH IT CAN, SHALL OR MAY HAVE AGAINST ANY RELEASED PARTY ARISING PRIOR TO THE DATE HEREOF AND FROM FOR, UPON, OR IN CONNECTION WITH THE LOAN DOCUMENTS OR THE TRANSACTIONS CONTEMPLATED THEREBY.BY REASON OF

Waiver and Release. IN CONSIDERATION OF LESSOR PERMITTING LESSEE TO INDUCE USE THE LENDER TO AGREE LESSOR’S CLUBHOUSE, COMMON FACILITIES FOR THE PURPOSES DESCRIBED HEREIN, LESSEE HEREBY AGREES THAT LESSOR SHALL HAVE NO OBLIGATIONS TO THE TERMS OF THIS AMENDMENT, EACH CREDIT OBLIGOR REPRESENTS AND WARRANTS THAT AS LESSEE OR ANY PARTIES PARTICIPATING IN OR IN ATTENDANCE DURING LESSEE’S USE OF THE DATE HEREOF THERE ARE NO CLAIMS OR OFFSETS AGAINST OR RIGHTS OF RECOUPMENT WITH RESPECT TO OR DEFENSES OR COUNTERCLAIMS TO CLUBHOUSE AND COMMON FACILITIES AND (POOL IF APPLICABLE) ADDITIONALLY, LESSEE HEREBY FULLY WAIVES AND RELEASES LESSOR, AND ITS OBLIGATIONS UNDER THE LOAN DOCUMENTS OFFICERS, AGENTS AND IN ACCORDANCE THEREWITH IT: (a) WAIVES DIRECTORS, FROM ANY AND ALL SUCH CLAIMS, OFFSETSDAMAGES, RIGHTS OR CAUSES OF RECOUPMENTACTION, DEFENSES OR COUNTERCLAIMS, WHETHER KNOWN OR UNKNOWN, WHETHER UNDER FEDERAL, STATE OR LOCAL LAW ARISING PRIOR OUT OF DAMAGE CAUSED AS A RESULT OF LESSEE’S USE OF LESSOR’S FACILITIES, INCLUDING, BUT NOT LIMITED TO, LESSOR’S CLUBHOUSE AND POOL, OR TAKING PLACE DURING LESSEE’S PRESENCE ON THE PROPERTY. THE RELEASES, WAIVERS AND PROMISES SET FORTH HEREIN SHALL BE BINDING UPON AND SHALL INURE TO THE DATE HEREOF; AND (b) RELEASES AND DISCHARGES THE LENDER, ITS AFFILIATES AND ITS BENEFIT OF SUCH PARTIES AND THEIR RESPECTIVE OFFICERS, DIRECTORS, SHAREHOLDERS, EMPLOYEES, LEGAL REPRESENTATIVES, SUBCONTRACTORS, AGENTS, SHAREHOLDERS HEIRS, SUCCESSORS, AND ATTORNEYS (COLLECTIVELY THE “RELEASED PARTIES”) FROM ANY AND ALL OBLIGATIONS, INDEBTEDNESS, LIABILITIES, CLAIMS, RIGHTS, CAUSES OF ACTION OR DEMANDS WHATSOEVER, WHETHER KNOWN OR UNKNOWN, SUSPECTED OR UNSUSPECTED, IN LAW OR EQUITY, WHICH THE BORROWER EVER HAD, NOW HAS, CLAIMS TO HAVE OR MAY HAVE AGAINST ANY RELEASED PARTY ARISING PRIOR TO THE DATE HEREOF AND FROM OR IN CONNECTION WITH THE LOAN DOCUMENTS OR THE TRANSACTIONS CONTEMPLATED THEREBYASSIGNS.

Waiver and Release. TO INDUCE THE LENDER TO AGREE TO THE TERMS IN CONSIDERATION OF ADMINISTRATIVE AGENT’S AND EACH ▇▇▇▇▇▇’S EXECUTION AND DELIVERY OF THIS FIFTH AMENDMENT, EACH CREDIT OBLIGOR REPRESENTS BORROWER HEREBY, INDIVIDUALLY AND WARRANTS THAT AS COLLECTIVELY, WAIVES, RELEASES AND FOREVER DISCHARGES ADMINISTRATIVE AGENT, EACH LENDER, THEIR PREDECESSORS, PARENTS, SUBSIDIARIES, AFFILIATES, AGENTS, EMPLOYEES, OFFICERS, DIRECTORS, SHAREHOLDERS, ATTORNEYS, LEGAL REPRESENTATIVES, SUCCESSORS AND ASSIGNS, AND EACH OF THE DATE HEREOF THERE ARE NO CLAIMS OR OFFSETS AGAINST OR RIGHTS THEM (EACH A “RELEASED PARTY”), OF RECOUPMENT WITH RESPECT TO OR DEFENSES OR COUNTERCLAIMS TO ITS OBLIGATIONS UNDER THE LOAN DOCUMENTS AND IN ACCORDANCE THEREWITH IT: (a) WAIVES FROM ANY AND ALL SUCH CLAIMS, OFFSETSDEMANDS, RIGHTS OF RECOUPMENT, DEFENSES OR COUNTERCLAIMS, WHETHER SET-OFFS, DEFENSES, DEBTS, OBLIGATIONS, COSTS, EXPENSES, ACTIONS, CAUSES OF ACTION AND DAMAGES OF EVERY KIND, NATURE AND DESCRIPTION WHATSOEVER, KNOWN OR UNKNOWN, FORESEEABLE OR UNFORESEEABLE, LIQUIDATED OR UNLIQUIDATED, AND INSURED OR UNINSURED, WHICH BORROWERS HERETOFORE, NOW OR FROM TIME TO TIME HEREAFTER OWN, HOLD OR HAVE BY REASON OF ANY MATTER, CAUSE OR THING WHATSOEVER, ARISING PRIOR TO ON OR BEFORE THE DATE HEREOF; AND (b) RELEASES AND DISCHARGES THE LENDEROF THIS FIFTH AMENDMENT FROM, ITS AFFILIATES AND ITS AND THEIR OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, SHAREHOLDERS AND ATTORNEYS (COLLECTIVELY THE “RELEASED PARTIES”) FROM ANY AND ALL OBLIGATIONS, INDEBTEDNESS, LIABILITIES, CLAIMS, RIGHTS, CAUSES OF ACTION OR DEMANDS WHATSOEVER, WHETHER KNOWN OR UNKNOWN, SUSPECTED OR UNSUSPECTED, IN LAW OR EQUITY, WHICH THE BORROWER EVER HAD, NOW HAS, CLAIMS RELATING TO HAVE OR MAY HAVE AGAINST ANY RELEASED PARTY ARISING PRIOR TO THE DATE HEREOF AND FROM OR IN CONNECTION WITH THE LOAN DOCUMENTS DOCUMENTS, THE OBLIGATIONS, THIS FIFTH AMENDMENT, BORROWERS’ BANKING OR CASH MANAGEMENT RELATIONSHIP WITH ADMINISTRATIVE AGENT, ANY LENDER OR ANY OTHER RELEASED PARTY OR ANY MATTERS RELATING TO ANY OF THE TRANSACTIONS CONTEMPLATED THEREBYFOREGOING.

Waiver and Release. TO INDUCE THE LENDER TO AGREE I AGREE, TO THE TERMS GREATEST EXTENT PERMITTED BY LAW, TO WAIVE ANY AND ALL CLAIMS THAT I HAVE OR MAY IN THE FUTURE HAVE AGAINST THE RELEASEES, AND TO RELEASE THE RELEASEES FROM ANY AND ALL LIABILITY FOR ANY LOSS, DAMAGE, EXPENSE, OR INJURY (INCLUDING DEATH) THAT I OR MY NEXT OF THIS AMENDMENTKIN MAY SUFFER AS A RESULT OF MY PARTICIPATION IN THE ACTIVITIES, EACH CREDIT OBLIGOR REPRESENTS AND WARRANTS THAT AS DUE TO ANY CAUSE WHATSOEVER, INCLUDING, BUT NOT LIMITED TO, THOSE CLAIMS BASED ON ANY OF THE DATE HEREOF THERE ARE NO CLAIMS RELEASEES’ ALLEGED OR OFFSETS AGAINST OR RIGHTS OF RECOUPMENT WITH RESPECT TO OR DEFENSES OR COUNTERCLAIMS TO ITS OBLIGATIONS UNDER THE LOAN DOCUMENTS AND IN ACCORDANCE THEREWITH ITACTUAL: (a) WAIVES NEGLIGENCE, INCLUDING FAILURE ON THE PART OF ANY OF THE RELEASEES TO TAKE REASONABLE STEPS TO SAFEGUARD OR PROTECT ME FROM THE RISKS, DANGERS, AND ALL SUCH CLAIMS, OFFSETS, RIGHTS HAZARDS OF RECOUPMENT, DEFENSES OR COUNTERCLAIMS, WHETHER KNOWN OR UNKNOWN, ARISING PRIOR TO THE DATE HEREOF; ANDACTIVITIES; (b) RELEASES AND DISCHARGES THE LENDER, ITS AFFILIATES AND ITS AND THEIR OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, SHAREHOLDERS AND ATTORNEYS (COLLECTIVELY THE “RELEASED PARTIES”) FROM BREACH OF ANY AND ALL OBLIGATIONS, INDEBTEDNESS, LIABILITIES, CLAIMS, RIGHTS, CAUSES OF ACTION CONTRACT OR DEMANDS WHATSOEVERWARRANTY, WHETHER KNOWN EXPRESS OR UNKNOWNIMPLIED; AND/OR (c) BREACH OF ANY STATUTORY OR OTHER DUTY OF CARE, SUSPECTED OR UNSUSPECTED, IN LAW OR EQUITY, WHICH INCLUDING ANY DUTY OF CARE UNDER THE BORROWER EVER HAD, NOW HAS, CLAIMS TO HAVE OR MAY HAVE AGAINST ANY RELEASED PARTY ARISING PRIOR TO THE DATE HEREOF AND FROM OR IN CONNECTION WITH THE LOAN DOCUMENTS OR THE TRANSACTIONS CONTEMPLATED THEREBYBRITISH COLUMBIA OCCUPIERS LIABILITY ACT RSBC 1996 c 337.

Waiver and Release. TO INDUCE FOR GOOD AND VALUABLE CONSIDERATION, THE LENDER TO AGREE TO THE TERMS RECEIPT AND SUFFICIENCY OF THIS AMENDMENTWHICH ARE HEREBY ACKNOWLEDGED, EACH CREDIT OBLIGOR REPRESENTS PARTY HEREBY, FOR ITSELF AND WARRANTS THAT AS ITS SUCCESSORS AND ASSIGNS, FULLY AND WITHOUT RESERVE, RELEASES AND FOREVER DISCHARGES EACH OF THE DATE HEREOF THERE ARE NO CLAIMS OR OFFSETS AGAINST OR RIGHTS ADMINISTRATIVE AGENT, THE LENDERS, CO-SYNDICATION AGENTS, THE ISSUER, AND EACH OF RECOUPMENT WITH RESPECT TO OR DEFENSES OR COUNTERCLAIMS TO ITS OBLIGATIONS UNDER THE LOAN DOCUMENTS THEIR RESPECTIVE SUCCESSORS AND IN ACCORDANCE THEREWITH IT: (a) WAIVES ANY AND ALL SUCH CLAIMSASSIGNS, OFFSETS, RIGHTS OF RECOUPMENT, DEFENSES OR COUNTERCLAIMS, WHETHER KNOWN OR UNKNOWN, ARISING PRIOR TO THE DATE HEREOF; AND (b) RELEASES AND DISCHARGES THE LENDER, ITS AFFILIATES AND ITS AND THEIR OFFICERS, DIRECTORS, EMPLOYEES, REPRESENTATIVES, TRUSTEES, ATTORNEYS, AGENTS, SHAREHOLDERS ADVISORS (INCLUDING ATTORNEYS, ACCOUNTANTS AND ATTORNEYS EXPERTS) AND AFFILIATES (COLLECTIVELY THE “RELEASED PARTIES” AND INDIVIDUALLY A “RELEASED PARTY”) FROM ANY AND ALL OBLIGATIONSACTIONS, INDEBTEDNESSCLAIMS, DEMANDS, CAUSES OF ACTION, JUDGMENTS, EXECUTIONS, SUITS, DEBTS, LIABILITIES, CLAIMSCOSTS, RIGHTSDAMAGES, CAUSES EXPENSES OR OTHER OBLIGATIONS OF ACTION OR DEMANDS ANY KIND AND NATURE WHATSOEVER, WHETHER KNOWN OR UNKNOWN, SUSPECTED DIRECT AND/OR UNSUSPECTEDINDIRECT, AT LAW OR IN EQUITY, WHETHER NOW EXISTING OR HEREAFTER ASSERTED (INCLUDING, WITHOUT LIMITATION, ANY OFFSETS, REDUCTIONS, REBATEMENT, CLAIMS OF USURY OR CLAIMS WITH RESPECT TO THE NEGLIGENCE OF ANY RELEASED PARTY), FOR OR BECAUSE OF ANY MATTERS OR THINGS OCCURRING, EXISTING OR ACTIONS DONE, OMITTED TO BE DONE, OR SUFFERED TO BE DONE BY ANY OF THE RELEASED PARTIES, IN LAW EACH CASE, ON OR EQUITY, WHICH THE BORROWER EVER HAD, NOW HAS, CLAIMS TO HAVE OR MAY HAVE AGAINST ANY RELEASED PARTY ARISING PRIOR TO THE FIFTH AMENDMENT EFFECTIVE DATE HEREOF AND FROM ARE IN ANY WAY DIRECTLY OR INDIRECTLY ARISING OUT OF OR IN CONNECTION WITH ANY WAY CONNECTED TO ANY OF THIS FIFTH AMENDMENT, THE CREDIT AGREEMENT, ANY OTHER LOAN DOCUMENTS DOCUMENT OR ANY OF THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY.

Waiver and Release. TO INDUCE THE LENDER TO AGREE TO THE TERMS OF THIS AMENDMENTThe Loan Parties warrant and represent to the Administrative Agent and the Lenders that the loans evidenced by the Loan Documents are not subject to any credits, EACH CREDIT OBLIGOR REPRESENTS AND WARRANTS THAT AS OF THE DATE HEREOF THERE ARE NO CLAIMS OR OFFSETS AGAINST OR RIGHTS OF RECOUPMENT WITH RESPECT TO OR DEFENSES OR COUNTERCLAIMS TO ITS OBLIGATIONS UNDER THE LOAN DOCUMENTS AND IN ACCORDANCE THEREWITH IT:charges, claims, or rights of offset or deduction of any kind or character whatsoever and, as a material part of the consideration for the Agent and the Lenders entering into this Agreement, each Loan Party agrees as follows (the “Release Provision”): (a) WAIVES EACH LOAN PARTY HEREBY RELEASES AND FOREVER DISCHARGES THE ADMINISTRATIVE AGENT AND THE LENDERS AND EACH OF THEIR PREDECESSORS, SUCCESSORS, ASSIGNS, OFFICERS, MANAGERS, DIRECTORS, MEMBERS, SHAREHOLDERS, EMPLOYEES, AGENTS, ATTORNEYS, REPRESENTATIVES, PARENT CORPORATIONS, SUBSIDIARIES, AND AFFILIATES (HEREINAFTER ALL OF THE ABOVE COLLECTIVELY REFERRED TO AS “RELEASED PARTIES”) JOINTLY AND SEVERALLY FROM ANY AND ALL SUCH CLAIMS, COUNTERCLAIMS, DEMANDS, DAMAGES, DEBTS, AGREEMENTS, COVENANTS, SUITS, CONTRACTS, OBLIGATIONS, LIABILITIES, ACCOUNTS, OFFSETS, RIGHTS RIGHTS, ACTIONS, AND CAUSES OF RECOUPMENTACTION OF ANY NATURE WHATSOEVER OCCURRING PRIOR TO THE DATE HEREOF AND ARISING OUT OF OR RELATED TO THE LOAN DOCUMENTS, DEFENSES INCLUDING, WITHOUT LIMITATION, ALL CLAIMS, DEMANDS, AND CAUSES OF ACTION FOR CONTRIBUTION AND INDEMNITY, WHETHER ARISING AT LAW OR COUNTERCLAIMSIN EQUITY, PRESENTLY POSSESSED, WHETHER KNOWN OR UNKNOWN, WHETHER LIABILITY BE DIRECT OR INDIRECT, LIQUIDATED OR UNLIQUIDATED, PRESENTLY ACCRUED, WHETHER ABSOLUTE OR CONTINGENT, FORESEEN OR UNFORESEEN, AND WHETHER OR NOT HERETOFORE ASSERTED, SPECIFICALLY EXCLUDING, HOWEVER, CLAIMS ARISING PRIOR FROM THE GROSS NEGLIGENCE AND/OR WILLFUL MISCONDUCT OF ANY OF THE RELEASED PARTIES, AS DETERMINED BY A COURT OF COMPETENT JURISDICTION (“CLAIMS”), WHICH SUCH LOAN PARTY MAY HAVE OR CLAIM TO THE DATE HEREOF; ANDHAVE AGAINST ANY RELEASED PARTIES. (b) RELEASES AND DISCHARGES THE LENDEREach Loan Party agrees not to s▇▇ any Released Parties or in any way assist any other Person in suing any Released Parties with respect to any Claim released herein. The Release Provision may be pleaded as a full and complete defense to, ITS AFFILIATES AND ITS AND THEIR OFFICERSand may be used as the basis for an injunction against, DIRECTORSany action, EMPLOYEESsuit, AGENTSor other proceeding which may be instituted, SHAREHOLDERS AND ATTORNEYS prosecuted, or attempted in breach of the release contained herein. (COLLECTIVELY THE “RELEASED PARTIES”c) FROM ANY AND ALL OBLIGATIONSEach Loan Party acknowledges, INDEBTEDNESSwarrants, LIABILITIESand represents to Released Parties that: (i) Each Loan Party has read and understands the effect of the Release Provision. Each Loan Party has had the assistance of independent counsel of its own choice, CLAIMSor has had the opportunity to retain such independent counsel, RIGHTSin reviewing, CAUSES OF ACTION OR DEMANDS WHATSOEVERdiscussing, WHETHER KNOWN OR UNKNOWNand considering all the terms of the Release Provision; and if counsel was retained, SUSPECTED OR UNSUSPECTEDcounsel for each Loan Party has read and considered the Release Provision and advised each Loan Party to execute the same. Before execution of this Agreement, IN LAW OR EQUITYeach Loan Party has had adequate opportunity to make whatever investigation or inquiry it may deem necessary or desirable in connection with the subject matter of the Release Provision. (ii) No Loan Party is acting in reliance on any representation, WHICH THE BORROWER EVER HADunderstanding, NOW HASor agreement not expressly set forth herein. Each Loan Party acknowledges that the Released Parties have not made any representation with respect to the Release Provision except as expressly set forth herein. (iii) Each Loan Party has executed this Agreement and the Release Provision thereof as its free and voluntary act, CLAIMS TO HAVE OR MAY HAVE AGAINST ANY RELEASED PARTY ARISING PRIOR TO THE DATE HEREOF AND FROM OR IN CONNECTION WITH THE LOAN DOCUMENTS OR THE TRANSACTIONS CONTEMPLATED THEREBYwithout any duress, coercion, or undue influence exerted by or on behalf of any Person. (iv) Each Loan Party is the sole owner of the Claims released by the Release Provision, and no Loan Party has heretofore conveyed or assigned any interest in any such Claims to any other Person. (d) Each Loan Party understands that the Release Provision was a material consideration in the agreement of the Administrative Agent and the Lenders to enter into this Agreement. (e) It is the express intent of the Loan Parties that the release and discharge set forth in the Release Provision be construed as broadly as possible in favor of the Released Parties so as to foreclose forever the assertion by each Loan Party of any Claims released hereby against Released Parties. (f) If any term, provision, covenant, or condition of the Release Provision is held by a court of competent jurisdiction to be invalid, illegal, or unenforceable, the remainder of the provisions shall remain in full force and effect

Waiver and Release. TO INDUCE THE LENDER LENDERS TO AGREE TO THE TERMS OF THIS A&R AMENDMENT, EACH CREDIT OBLIGOR REPRESENTS THE BORROWER AND WARRANTS THE GUARANTORS (FOR THEMSELVES AND THEIR AFFILIATES) (COLLECTIVELY, THE “RELEASING PARTIES”) REPRESENT AND WARRANT THAT AS OF THE DATE HEREOF THERE ARE NO CLAIMS OR OFFSETS AGAINST OR RIGHTS OF RECOUPMENT WITH RESPECT TO OR DEFENSES OR COUNTERCLAIMS TO ITS THEIR OBLIGATIONS UNDER THE LOAN DOCUMENTS AND IN ACCORDANCE THEREWITH ITTHEY: (a) WAIVES WAIVE ANY AND ALL SUCH CLAIMS, OFFSETS, RIGHTS OF RECOUPMENT, DEFENSES OR COUNTERCLAIMS, WHETHER KNOWN OR UNKNOWN, ARISING PRIOR TO THE DATE HEREOF; AND. (b) RELEASES FOREVER RELEASE, RELIEVE AND DISCHARGES DISCHARGE THE LENDERLENDERS AND THE AGENT, ITS AFFILIATES AND ITS AND THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEESSHAREHOLDERS, MEMBERS, PARTNERS, PREDECESSORS, SUCCESSORS, ASSIGNS, ATTORNEYS, ACCOUNTANTS, AGENTS, SHAREHOLDERS EMPLOYEES AND ATTORNEYS REPRESENTATIVES (COLLECTIVELY COLLECTIVELY, THE “RELEASED PARTIES”) ), AND EACH OF THEM, FROM ANY AND ALL OBLIGATIONS, INDEBTEDNESSCLAIMS, LIABILITIES, CLAIMS, RIGHTSDEMANDS, CAUSES OF ACTION ACTION, DEBTS, OBLIGATIONS, PROMISES, ACTS, AGREEMENTS AND DAMAGES, OF WHATEVER KIND OR DEMANDS WHATSOEVERNATURE, WHETHER KNOWN OR UNKNOWN, SUSPECTED OR UNSUSPECTED, IN CONTINGENT OR FIXED, LIQUIDATED OR UNLIQUIDATED, MATURED OR UNMATURED, WHETHER AT LAW OR IN EQUITY, WHICH THE BORROWER RELEASING PARTIES EVER HAD, NOW HASHAVE, CLAIMS OR MAY, SHALL, OR CAN HEREAFTER HAVE, DIRECTLY OR INDIRECTLY ARISING OUT OF OR IN ANY WAY BASED UPON, CONNECTED WITH, OR RELATED TO HAVE MATTERS, THINGS, ACTS, CONDUCT AND/OR MAY HAVE AGAINST OMISSIONS AT ANY RELEASED PARTY ARISING PRIOR TO TIME FROM THE BEGINNING OF THE WORLD THROUGH AND INCLUDING THE DATE HEREOF HEREOF, INCLUDING WITHOUT LIMITATION ANY AND FROM ALL CLAIMS AGAINST THE RELEASED PARTIES ARISING UNDER OR IN CONNECTION WITH RELATED TO THE LOAN DOCUMENTS OR THE TRANSACTIONS CONTEMPLATED THEREBY. NOTWITHSTANDING ANYTHING TO THE CONTRARY HEREIN, THE RELEASING PARTIES AND THE RELEASED PARTIES HEREBY AGREE THAT THE RELEASE CONTAINED HEREIN DOES NOT INCLUDE A RELEASE OF ANY CLAIM OR OBLIGATION AGAINST THE RELEASED PARTIES ARISING AFTER THE DATE HEREOF UNDER THE TERMS OF THE LOAN DOCUMENTS WHICH CLAIM OR OBLIGATION DOES NOT ARISE, DIRECTLY OR INDIRECTLY, OUT OF AND IS IN NO WAY BASED UPON MATTERS, THINGS, ACTS, CONDUCT AND/OR OMISSIONS OCCURRING PRIOR TO THE DATE HEREOF. (c) IN CONNECTION WITH THE RELEASE CONTAINED HEREIN, ACKNOWLEDGE THAT THEY ARE AWARE THAT THEY MAY HEREAFTER DISCOVER CLAIMS PRESENTLY UNKNOWN OR UNSUSPECTED, OR FACTS IN ADDITION TO OR DIFFERENT FROM THOSE WHICH THEY KNOW OR BELIEVE TO BE TRUE, WITH RESPECT TO THE MATTERS RELEASED HEREIN. NEVERTHELESS, IT IS THE INTENTION OF THE RELEASING PARTIES, THROUGH THIS A&R AMENDMENT AND WITH ADVICE OF COUNSEL, FULLY, FINALLY AND FOREVER TO RELEASE ALL SUCH MATTERS, AND ALL CLAIMS RELATED THERETO, WHICH DO NOW EXIST, OR HERETOFORE HAVE EXISTED. IN FURTHERANCE OF SUCH INTENTION, THE RELEASES HEREIN GIVEN SHALL BE AND REMAIN IN EFFECT AS A FULL AND COMPLETE RELEASE OR WITHDRAWAL OF SUCH MATTERS NOTWITHSTANDING THE DISCOVERY OR EXISTENCE OF ANY SUCH ADDITIONAL OR DIFFERENT CLAIMS OR FACTS RELATED THERETO. (d) COVENANT AND AGREE NOT TO BRING ANY CLAIM, ACTION, SUIT OR PROCEEDING AGAINST THE RELEASED PARTIES, DIRECTLY OR INDIRECTLY, REGARDING OR RELATED IN ANY MANNER TO THE MATTERS RELEASED HEREBY, AND FURTHER COVENANT AND AGREE THAT THIS A&R AMENDMENT IS A BAR TO ANY SUCH CLAIM, ACTION, SUIT OR PROCEEDING. (e) REPRESENT AND WARRANT TO THE RELEASED PARTIES THAT THEY HAVE NOT HERETOFORE ASSIGNED OR TRANSFERRED, OR PURPORTED TO ASSIGN OR TRANSFER, TO ANY PERSON OR ENTITY ANY CLAIMS OR OTHER MATTERS HEREIN RELEASED.

Waiver and Release. (a) EFFECTIVE AS OF THE DATE HEREOF, TO INDUCE THE LENDER ADMINISTRATIVE AGENT AND THE LENDERS TO AGREE TO THE TERMS OF THIS AMENDMENT, EACH CREDIT OBLIGOR THE BORROWER REPRESENTS AND WARRANTS THAT THAT, AS OF THE DATE HEREOF HEREOF, THERE ARE NO CLAIMS OR OFFSETS AGAINST AGAINST, OR RIGHTS OF RECOUPMENT WITH RESPECT TO TO, OR DISPUTES OF, OR DEFENSES OR COUNTERCLAIMS TO TO, ITS OBLIGATIONS UNDER THIS AMENDMENT OR THE OTHER LOAN DOCUMENTS DOCUMENTS, AND IN ACCORDANCE THEREWITH ITTHEREWITH, TO THE EXTENT PERMITTED BY APPLICABLE LAW, THE BORROWER: (ai) WAIVES ANY AND ALL SUCH CLAIMS, OFFSETS, RIGHTS OF RECOUPMENT, DISPUTES, DEFENSES OR AND COUNTERCLAIMS, WHETHER KNOWN OR UNKNOWN, ARISING PRIOR TO THE DATE HEREOF; AND (bii) RELEASES FOREVER RELEASES, RELIEVES, AND DISCHARGES THE LENDER, ITS AFFILIATES ADMINISTRATIVE AGENT AND ITS EACH LENDER AND THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEESSHAREHOLDERS, MEMBERS, PARTNERS, PREDECESSORS, SUCCESSORS, ASSIGNS, ATTORNEYS, ACCOUNTANTS, AGENTS, SHAREHOLDERS EMPLOYEES, AND ATTORNEYS REPRESENTATIVES (COLLECTIVELY COLLECTIVELY, THE “RELEASED PARTIES”) ), AND EACH OF THEM, FROM ANY AND ALL OBLIGATIONS, INDEBTEDNESSCLAIMS, LIABILITIES, CLAIMS, RIGHTSDEMANDS, CAUSES OF ACTION ACTION, DEBTS, OBLIGATIONS, PROMISES, ACTS, AGREEMENTS, AND DAMAGES, OF WHATEVER KIND OR DEMANDS WHATSOEVERNATURE, WHETHER KNOWN OR UNKNOWN, SUSPECTED OR UNSUSPECTED, IN CONTINGENT OR FIXED, LIQUIDATED OR UNLIQUIDATED, MATURED OR UNMATURED, WHETHER ARISING AT LAW OR IN EQUITY, WHICH THE BORROWER EVER HAD, NOW HASHAVE, CLAIMS OR MAY, SHALL, OR CAN HEREAFTER HAVE, DIRECTLY OR INDIRECTLY ARISING OUT OF OR IN ANY WAY BASED UPON, CONNECTED WITH, OR RELATED TO HAVE MATTERS, THINGS, ACTS, CONDUCT, AND/OR MAY HAVE AGAINST OMISSIONS AT ANY RELEASED PARTY ARISING TIME FROM THE DATE THAT WAS NINETY (90) DAYS PRIOR TO THE DATE HEREOF THROUGH AND FROM INCLUDING THE DATE HEREOF, INCLUDING WITHOUT LIMITATION ANY AND ALL CLAIMS AGAINST THE RELEASED PARTIES ARISING UNDER OR IN CONNECTION WITH RELATED TO ANY OF THE LOAN DOCUMENTS OR ANY OF THE TRANSACTIONS CONTEMPLATED THEREBY. (b) IN CONNECTION WITH THE RELEASE CONTAINED HEREIN, THE BORROWER ACKNOWLEDGES THAT IT IS AWARE THAT IT MAY HEREAFTER DISCOVER CLAIMS PRESENTLY UNKNOWN OR UNSUSPECTED, OR FACTS IN ADDITION TO OR DIFFERENT FROM THOSE WHICH IT KNOWS OR BELIEVES TO BE TRUE, WITH RESPECT TO THE MATTERS RELEASED HEREIN. NEVERTHELESS, IT IS THE INTENTION OF THE BORROWER, THROUGH THIS AMENDMENT AND WITH ADVICE OF COUNSEL, FULLY, FINALLY, AND FOREVER TO RELEASE ALL SUCH MATTERS, AND ALL CLAIMS RELATED THERETO, WHICH DO NOW EXIST, OR HERETOFORE HAVE EXISTED. IN FURTHERANCE OF SUCH INTENTION, THE RELEASES HEREIN GIVEN SHALL BE AND REMAIN IN EFFECT AS A FULL AND COMPLETE RELEASE OF SUCH MATTERS NOTWITHSTANDING THE DISCOVERY OR EXISTENCE OF ANY SUCH ADDITIONAL OR DIFFERENT CLAIMS OR FACTS RELATED THERETO. (c) THE BORROWER COVENANTS AND AGREES NOT TO BRING ANY CLAIM, ACTION, SUIT, OR PROCEEDING AGAINST THE RELEASED PARTIES, DIRECTLY OR INDIRECTLY, REGARDING OR RELATED IN ANY MANNER TO THE MATTERS RELEASED HEREBY, AND FURTHER COVENANTS AND AGREES THAT THIS AMENDMENT IS A BAR TO ANY SUCH CLAIM, ACTION, SUIT, OR PROCEEDING. (d) THE BORROWER REPRESENTS AND WARRANTS TO THE RELEASED PARTIES THAT IT HAS NOT HERETOFORE ASSIGNED OR TRANSFERRED, OR PURPORTED TO ASSIGN OR TRANSFER, TO ANY PERSON OR ENTITY ANY CLAIMS OR OTHER MATTERS HEREIN RELEASED. (e) THE BORROWER ACKNOWLEDGES THAT IT HAS HAD THE BENEFIT OF INDEPENDENT LEGAL ADVICE WITH RESPECT TO THE ADVISABILITY OF ENTERING INTO THIS RELEASE AND HEREBY KNOWINGLY, AND UPON SUCH ADVICE OF COUNSEL, WAIVE ANY AND ALL APPLICABLE RIGHTS AND BENEFITS UNDER, AND PROTECTIONS OF, CALIFORNIA CIVIL CODE SECTION 1542, AND ANY AND ALL STATUTES AND PRINCIPLES OF COMMON LAW THAT HAVE SIMILAR EFFECT.

Waiver and Release. TO INDUCE EXCEPT AS SET FORTH IN SECTIONS 16 AND 18 ABOVE, FROM AND AFTER CLOSING, THE LENDER TO AGREE TO BUYER PARTIES RELEASE, REMISE AND FOREVER DISCHARGE THE TERMS OF THIS AMENDMENT, EACH CREDIT OBLIGOR REPRESENTS AND WARRANTS THAT AS OF THE DATE HEREOF THERE ARE NO CLAIMS OR OFFSETS AGAINST OR RIGHTS OF RECOUPMENT WITH RESPECT TO OR DEFENSES OR COUNTERCLAIMS TO ITS OBLIGATIONS UNDER THE LOAN DOCUMENTS AND IN ACCORDANCE THEREWITH IT: (a) WAIVES SELLER PARTIES FROM ANY AND ALL SUCH CLAIMSCLAIMS AND DAMAGES WHATSOEVER, OFFSETSIN LAW OR IN EQUITY, RIGHTS OF RECOUPMENT, DEFENSES OR COUNTERCLAIMS, WHETHER KNOWN OR UNKNOWN, WHICH THE BUYER PARTIES MIGHT NOW OR SUBSEQUENTLY MAY HAVE, BASED ON, RELATING TO OR ARISING PRIOR TO OUT OF (i) THIS AGREEMENT, (ii) SELLER’S OWNERSHIP, USE OR OPERATION OF THE DATE HEREOF; AND SUBJECT ASSETS OR (biii) RELEASES AND DISCHARGES THE LENDERCONDITION, ITS AFFILIATES AND ITS AND THEIR OFFICERSQUALITY, DIRECTORSSTATUS OR NATURE OF THE SUBJECT ASSETS, EMPLOYEES, AGENTS, SHAREHOLDERS AND ATTORNEYS (COLLECTIVELY THE “RELEASED PARTIES”) FROM ANY AND ALL OBLIGATIONS, INDEBTEDNESS, LIABILITIES, CLAIMS, RIGHTS, CAUSES OF ACTION OR DEMANDS WHATSOEVER, WHETHER KNOWN OR UNKNOWN, SUSPECTED OR UNSUSPECTEDINCLUDING, IN EACH SUCH CASE, RIGHTS TO CONTRIBUTION UNDER CERCLA OR ANY OTHER ENVIRONMENTAL LAW, BREACHES OF STATUTORY OR IMPLIED WARRANTIES, NUISANCE OR OTHER TORT ACTIONS, RIGHTS TO PUNITIVE DAMAGES AND COMMON LAW RIGHTS OF CONTRIBUTION, RIGHTS UNDER AGREEMENTS BETWEEN SELLER AND ANY PERSONS WHO ARE AFFILIATES OF SELLER, AND RIGHTS UNDER INSURANCE MAINTAINED BY SELLER OR EQUITYANY PERSON WHO IS AN AFFILIATE OF SELLER, WHICH EVEN IF CAUSED IN WHOLE OR IN PART BY THE BORROWER EVER HADNEGLIGENCE (WHETHER SOLE, NOW HASJOINT OR CONCURRENT), CLAIMS TO HAVE STRICT LIABILITY OR MAY HAVE AGAINST OTHER LEGAL FAULT OF ANY RELEASED PARTY ARISING PRIOR TO THE DATE HEREOF AND FROM OR IN CONNECTION WITH THE LOAN DOCUMENTS OR THE TRANSACTIONS CONTEMPLATED THEREBYPERSON.

Waiver and Release. TO INDUCE THE LENDER AGENT AND THE LENDERS TO AGREE TO THE TERMS OF THIS AMENDMENT, EACH CREDIT OBLIGOR REPRESENTS LOAN PARTY AND WARRANTS THAT ITS AFFILIATES (COLLECTIVELY, THE “RELEASING PARTIES”) REPRESENT AND WARRANT THAT, AS OF THE DATE HEREOF HEREOF, THERE ARE NO CLAIMS OR OFFSETS AGAINST AGAINST, OR RIGHTS OF RECOUPMENT WITH RESPECT TO TO, OR DISPUTES OF, OR DEFENSES OR COUNTERCLAIMS TO ITS TO, THEIR OBLIGATIONS UNDER THE LOAN DOCUMENTS DOCUMENTS, AND IN ACCORDANCE THEREWITH ITTHEY: (a) WAIVES WAIVE ANY AND ALL SUCH CLAIMS, OFFSETS, RIGHTS OF RECOUPMENT, DISPUTES, DEFENSES OR AND COUNTERCLAIMS, WHETHER KNOWN OR UNKNOWN, ARISING PRIOR TO THE DATE HEREOF; AND. (b) RELEASES FOREVER RELEASE, RELIEVE AND DISCHARGES DISCHARGE THE LENDERAGENT, ITS AFFILIATES AND ITS EACH LENDER AND THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEESSHAREHOLDERS, MEMBERS, PARTNERS, PREDECESSORS, SUCCESSORS, ASSIGNS, ATTORNEYS, ACCOUNTANTS, AGENTS, SHAREHOLDERS EMPLOYEES AND ATTORNEYS REPRESENTATIVES (COLLECTIVELY COLLECTIVELY, THE “RELEASED PARTIES”) ), AND EACH OF THEM, FROM ANY AND ALL OBLIGATIONS, INDEBTEDNESSCLAIMS, LIABILITIES, CLAIMS, RIGHTSDEMANDS, CAUSES OF ACTION ACTION, DEBTS, OBLIGATIONS, PROMISES, ACTS, AGREEMENTS AND DAMAGES, OF WHATEVER KIND OR DEMANDS WHATSOEVERNATURE, WHETHER KNOWN OR UNKNOWN, SUSPECTED OR UNSUSPECTED, IN CONTINGENT OR FIXED, LIQUIDATED OR UNLIQUIDATED, MATURED OR UNMATURED, WHETHER AT LAW OR IN EQUITY, WHICH THE BORROWER RELEASING PARTIES EVER HAD, NOW HASHAVE, CLAIMS OR MAY, SHALL OR CAN HEREAFTER HAVE, DIRECTLY OR INDIRECTLY ARISING OUT OF OR IN ANY WAY BASED UPON, CONNECTED WITH, OR RELATED TO HAVE MATTERS, THINGS, ACTS, CONDUCT AND/OR MAY HAVE AGAINST OMISSIONS AT ANY RELEASED PARTY ARISING PRIOR TO TIME FROM THE BEGINNING OF THE WORLD THROUGH AND INCLUDING THE DATE HEREOF HEREOF, INCLUDING WITHOUT LIMITATION ANY AND FROM ALL CLAIMS AGAINST THE RELEASED PARTIES ARISING UNDER OR IN CONNECTION WITH RELATED TO ANY OF THE LOAN DOCUMENTS OR ANY OF THE TRANSACTIONS CONTEMPLATED THEREBY. (c) IN CONNECTION WITH THE RELEASE CONTAINED HEREIN, ACKNOWLEDGE THAT THEY ARE AWARE THAT THEY MAY HEREAFTER DISCOVER CLAIMS PRESENTLY UNKNOWN OR UNSUSPECTED, OR FACTS IN ADDITION TO OR DIFFERENT FROM THOSE WHICH THEY KNOW OR BELIEVE TO BE TRUE, WITH RESPECT TO THE MATTERS RELEASED HEREIN. NEVERTHELESS, IT IS THE INTENTION OF THE RELEASING PARTIES, THROUGH THIS AMENDMENT AND WITH ADVICE OF COUNSEL, FULLY, FINALLY AND FOREVER TO RELEASE ALL SUCH MATTERS, AND ALL CLAIMS RELATED THERETO, WHICH DO NOW EXIST, OR HERETOFORE HAVE EXISTED. IN FURTHERANCE OF SUCH INTENTION, THE RELEASES HEREIN GIVEN SHALL BE AND REMAIN IN EFFECT AS A FULL AND COMPLETE RELEASE OF SUCH MATTERS NOTWITHSTANDING THE DISCOVERY OR EXISTENCE OF ANY SUCH ADDITIONAL OR DIFFERENT CLAIMS OR FACTS RELATED THERETO. (d) C▇▇▇▇▇▇▇ AND AGREE NOT TO BRING ANY CLAIM, ACTION, SUIT OR PROCEEDING AGAINST THE RELEASED PARTIES, DIRECTLY OR INDIRECTLY, REGARDING OR RELATED IN ANY MANNER TO THE MATTERS RELEASED HEREBY, AND FURTHER COVENANT AND AGREE THAT THIS AGREEMENT IS A BAR TO ANY SUCH CLAIM, ACTION, SUIT OR PROCEEDING. (e) REPRESENT AND WARRANT TO THE RELEASED PARTIES THAT THEY HAVE NOT HERETOFORE ASSIGNED OR TRANSFERRED, OR PURPORTED TO ASSIGN OR TRANSFER, TO ANY PERSON OR ENTITY ANY CLAIMS OR OTHER MATTERS HEREIN RELEASED. (f) ACKNOWLEDGE THAT THEY HAVE HAD THE BENEFIT OF INDEPENDENT LEGAL ADVICE WITH RESPECT TO THE ADVISABILITY OF ENTERING INTO THIS RELEASE AND HEREBY KNOWINGLY, AND UPON SUCH ADVICE OF COUNSEL, WAIVE ANY AND ALL APPLICABLE RIGHTS AND BENEFITS UNDER, AND PROTECTIONS OF, CALIFORNIA CIVIL CODE SECTION 1542, AND ANY AND ALL STATUTES AND DOCTRINES OF SIMILAR EFFECT. CALIFORNIA CIVIL CODE SECTION 1542 PROVIDES AS FOLLOWS:

Waiver and Release. TO INDUCE THE LENDER ADMINISTRATIVE AGENT AND THE LENDERS TO AGREE TO THE TERMS OF THIS AMENDMENT, EACH CREDIT OBLIGOR REPRESENTS BORROWER AND WARRANTS THAT ITS AFFILIATES (COLLECTIVELY, THE “RELEASING PARTIES”) REPRESENT AND WARRANT THAT, AS OF THE DATE HEREOF HEREOF, THERE ARE NO CLAIMS OR OFFSETS AGAINST AGAINST, OR RIGHTS OF RECOUPMENT WITH RESPECT TO TO, OR DISPUTES OF, OR DEFENSES OR COUNTERCLAIMS TO ITS TO, THEIR OBLIGATIONS UNDER THE LOAN DOCUMENTS DOCUMENTS, AND IN ACCORDANCE THEREWITH ITTHEY: (a) WAIVES WAIVE ANY AND ALL SUCH CLAIMS, OFFSETS, RIGHTS OF RECOUPMENT, DISPUTES, DEFENSES OR AND COUNTERCLAIMS, WHETHER KNOWN OR UNKNOWN, ARISING PRIOR TO THE DATE HEREOF; AND (b) RELEASES FOREVER RELEASE, RELIEVE, AND DISCHARGES DISCHARGE THE LENDER, ITS AFFILIATES ADMINISTRATIVE AGENT AND ITS EACH LENDER AND EACH OF THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEESSHAREHOLDERS, MEMBERS, PARTNERS, PREDECESSORS, SUCCESSORS, ASSIGNS, ATTORNEYS, ACCOUNTANTS, AGENTS, SHAREHOLDERS EMPLOYEES, AND ATTORNEYS REPRESENTATIVES (COLLECTIVELY COLLECTIVELY, THE “RELEASED PARTIES”) ), AND EACH OF THEM, FROM ANY AND ALL OBLIGATIONS, INDEBTEDNESSCLAIMS, LIABILITIES, CLAIMS, RIGHTSDEMANDS, CAUSES OF ACTION ACTION, DEBTS, OBLIGATIONS, PROMISES, ACTS, AGREEMENTS, AND DAMAGES, OF WHATEVER KIND OR DEMANDS WHATSOEVERNATURE, WHETHER KNOWN OR UNKNOWN, SUSPECTED OR UNSUSPECTED, IN CONTINGENT OR FIXED, LIQUIDATED OR UNLIQUIDATED, MATURED OR UNMATURED, WHETHER AT LAW OR IN EQUITY, WHICH THE BORROWER RELEASING PARTIES EVER HAD, NOW HASHAVE, CLAIMS OR MAY, SHALL, OR CAN HEREAFTER HAVE, DIRECTLY OR INDIRECTLY ARISING OUT OF OR IN ANY WAY BASED UPON, CONNECTED WITH, OR RELATED TO HAVE MATTERS, THINGS, ACTS, CONDUCT, AND/OR MAY HAVE AGAINST OMISSIONS AT ANY RELEASED PARTY ARISING PRIOR TO TIME FROM THE BEGINNING OF THE WORLD THROUGH AND INCLUDING THE DATE HEREOF HEREOF, INCLUDING WITHOUT LIMITATION ANY AND FROM ALL CLAIMS AGAINST THE RELEASED PARTIES ARISING UNDER OR IN CONNECTION WITH RELATED TO ANY OF THE LOAN DOCUMENTS OR ANY OF THE TRANSACTIONS CONTEMPLATED THEREBY. (c) IN CONNECTION WITH THE RELEASE CONTAINED HEREIN, THE RELEASING PARTIES ACKNOWLEDGE THAT THEY ARE AWARE THAT THEY MAY HEREAFTER DISCOVER CLAIMS PRESENTLY UNKNOWN OR UNSUSPECTED, OR FACTS IN ADDITION TO OR DIFFERENT FROM THOSE WHICH THEY KNOW OR BELIEVE TO BE TRUE, WITH RESPECT TO THE MATTERS RELEASED HEREIN. NEVERTHELESS, IT IS THE INTENTION OF THE RELEASING PARTIES, THROUGH THIS AMENDMENT AND WITH ADVICE OF COUNSEL, FULLY, FINALLY, AND FOREVER TO RELEASE ALL SUCH MATTERS, AND ALL CLAIMS RELATED THERETO, WHICH DO NOW EXIST, OR HERETOFORE HAVE EXISTED. IN FURTHERANCE OF SUCH INTENTION, THE RELEASES HEREIN GIVEN, SHALL BE AND REMAIN IN EFFECT AS A FULL AND COMPLETE RELEASE OF SUCH MATTERS NOTWITHSTANDING THE DISCOVERY OR EXISTENCE OF ANY SUCH ADDITIONAL OR DIFFERENT CLAIMS OR FACTS RELATED THERETO. (d) THE RELEASING PARTIES COVENANT AND AGREE NOT TO BRING ANY CLAIM, ACTION, SUIT, OR PROCEEDING AGAINST THE RELEASED PARTIES, DIRECTLY OR INDIRECTLY, REGARDING OR RELATED IN ANY MANNER TO THE MATTERS RELEASED HEREBY, AND FURTHER COVENANT AND AGREE THAT THIS AMENDMENT IS A BAR TO ANY SUCH CLAIM, ACTION, SUIT, OR PROCEEDING. (e) THE RELEASING PARTIES REPRESENT AND WARRANT TO THE RELEASED PARTIES THAT THEY HAVE NOT HERETOFORE ASSIGNED OR TRANSFERRED, OR PURPORTED TO ASSIGN OR TRANSFER, TO ANY PERSON OR ENTITY ANY CLAIMS OR OTHER MATTERS HEREIN RELEASED. (f) THE RELEASING PARTIES ACKNOWLEDGE THAT THEY HAVE HAD THE BENEFIT OF INDEPENDENT LEGAL ADVICE WITH RESPECT TO THE ADVISABILITY OF ENTERING INTO THIS RELEASE AND HEREBY KNOWINGLY, AND UPON SUCH ADVICE OF COUNSEL, WAIVE ANY AND ALL APPLICABLE RIGHTS AND BENEFITS UNDER, AND PROTECTIONS OF, CALIFORNIA CIVIL CODE SECTION 1542, AND ANY AND ALL STATUTES AND DOCTRINES OF SIMILAR EFFECT. CALIFORNIA CIVIL CODE SECTION 1542 PROVIDES AS FOLLOWS:

Waiver and Release. TO INDUCE THE AGENT AND THE LENDER TO AGREE TO THE TERMS OF THIS AMENDMENT, EACH CREDIT OBLIGOR REPRESENTS LOAN PARTY AND WARRANTS THAT ITS AFFILIATES (COLLECTIVELY, THE “RELEASING PARTIES”) REPRESENT AND WARRANT THAT, AS OF THE DATE HEREOF HEREOF, THERE ARE NO CLAIMS OR OFFSETS AGAINST AGAINST, OR RIGHTS OF RECOUPMENT WITH RESPECT TO TO, OR DISPUTES OF, OR DEFENSES OR COUNTERCLAIMS TO ITS TO, THEIR OBLIGATIONS UNDER THE LOAN DOCUMENTS DOCUMENTS, AND IN ACCORDANCE THEREWITH ITTHEY: (a) WAIVES WAIVE ANY AND ALL SUCH CLAIMS, OFFSETS, RIGHTS OF RECOUPMENT, DISPUTES, DEFENSES OR AND COUNTERCLAIMS, WHETHER KNOWN OR UNKNOWN, ARISING PRIOR TO THE DATE HEREOF; AND. (b) RELEASES FOREVER RELEASE, RELIEVE AND DISCHARGES DISCHARGE THE LENDERAGENT, ITS AFFILIATES AND ITS THE LENDER AND THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEESSHAREHOLDERS, MEMBERS, PARTNERS, PREDECESSORS, SUCCESSORS, ASSIGNS, ATTORNEYS, ACCOUNTANTS, AGENTS, SHAREHOLDERS EMPLOYEES AND ATTORNEYS REPRESENTATIVES (COLLECTIVELY COLLECTIVELY, THE “RELEASED PARTIES”) ), AND EACH OF THEM, FROM ANY AND ALL OBLIGATIONS, INDEBTEDNESSCLAIMS, LIABILITIES, CLAIMS, RIGHTSDEMANDS, CAUSES OF ACTION ACTION, DEBTS, OBLIGATIONS, PROMISES, ACTS, AGREEMENTS AND DAMAGES, OF WHATEVER KIND OR DEMANDS WHATSOEVERNATURE, WHETHER KNOWN OR UNKNOWN, SUSPECTED OR UNSUSPECTED, IN CONTINGENT OR FIXED, LIQUIDATED OR UNLIQUIDATED, MATURED OR UNMATURED, WHETHER AT LAW OR IN EQUITY, WHICH THE BORROWER RELEASING PARTIES EVER HAD, NOW HASHAVE, CLAIMS OR MAY, SHALL OR CAN HEREAFTER HAVE, DIRECTLY OR INDIRECTLY ARISING OUT OF OR IN ANY WAY BASED UPON, CONNECTED WITH, OR RELATED TO HAVE MATTERS, THINGS, ACTS, CONDUCT AND/OR MAY HAVE AGAINST OMISSIONS AT ANY RELEASED PARTY ARISING PRIOR TO TIME FROM THE BEGINNING OF THE WORLD THROUGH AND INCLUDING THE DATE HEREOF HEREOF, INCLUDING WITHOUT LIMITATION ANY AND FROM ALL CLAIMS AGAINST THE RELEASED PARTIES ARISING UNDER OR IN CONNECTION WITH RELATED TO ANY OF THE LOAN DOCUMENTS OR ANY OF THE TRANSACTIONS CONTEMPLATED THEREBY. (c) IN CONNECTION WITH THE RELEASE CONTAINED HEREIN, ACKNOWLEDGE THAT THEY ARE AWARE THAT THEY MAY HEREAFTER DISCOVER CLAIMS PRESENTLY UNKNOWN OR UNSUSPECTED, OR FACTS IN ADDITION TO OR DIFFERENT FROM THOSE WHICH THEY KNOW OR BELIEVE TO BE TRUE, WITH RESPECT TO THE MATTERS RELEASED HEREIN. NEVERTHELESS, IT IS THE INTENTION OF THE RELEASING PARTIES, THROUGH THIS AMENDMENT AND WITH ADVICE OF COUNSEL, FULLY, FINALLY AND FOREVER TO RELEASE ALL SUCH MATTERS, AND ALL CLAIMS RELATED THERETO, WHICH DO NOW EXIST, OR HERETOFORE HAVE EXISTED. IN FURTHERANCE OF SUCH INTENTION, THE RELEASES HEREIN GIVEN SHALL BE AND REMAIN IN EFFECT AS A FULL AND COMPLETE RELEASE OF SUCH MATTERS NOTWITHSTANDING THE DISCOVERY OR EXISTENCE OF ANY SUCH ADDITIONAL OR DIFFERENT CLAIMS OR FACTS RELATED THERETO. (d) ▇▇▇▇▇▇▇▇ AND AGREE NOT TO BRING ANY CLAIM, ACTION, SUIT OR PROCEEDING AGAINST THE RELEASED PARTIES, DIRECTLY OR INDIRECTLY, REGARDING OR RELATED IN ANY MANNER TO THE MATTERS RELEASED HEREBY, AND FURTHER COVENANT AND AGREE THAT THIS AMENDMENT IS A BAR TO ANY SUCH CLAIM, ACTION, SUIT OR PROCEEDING. (e) REPRESENT AND WARRANT TO THE RELEASED PARTIES THAT THEY HAVE NOT HERETOFORE ASSIGNED OR TRANSFERRED, OR PURPORTED TO ASSIGN OR TRANSFER, TO ANY PERSON OR ENTITY ANY CLAIMS OR OTHER MATTERS HEREIN RELEASED. (f) ACKNOWLEDGE THAT THEY HAVE HAD THE BENEFIT OF INDEPENDENT LEGAL ADVICE WITH RESPECT TO THE ADVISABILITY OF ENTERING INTO THIS RELEASE AND HEREBY KNOWINGLY, AND UPON SUCH ADVICE OF COUNSEL, WAIVE ANY AND ALL APPLICABLE RIGHTS AND BENEFITS UNDER, AND PROTECTIONS OF, CALIFORNIA CIVIL CODE SECTION 1542, AND ANY AND ALL STATUTES AND DOCTRINES OF SIMILAR EFFECT. CALIFORNIA CIVIL CODE SECTION 1542 PROVIDES AS FOLLOWS:

Waiver and Release. THE BORROWER, RTI AND RTI ELECTRONICS, ON BEHALF OF THEMSELVES AND ANY PERSON OR ENTITY CLAIMING BY OR THROUGH THEM (COLLECTIVELY REFERRED TO INDUCE AS THE "RELEASORS"), HEREBY UNCONDITIONALLY REMISE, RELEASE AND FOREVER DISCHARGE THE LENDER, ITS PAST AND PRESENT OFFICERS, DIRECTORS, SHAREHOLDERS, AGENTS, PARENT CORPORATION, SUBSIDIARIES, AFFILIATES, TRUSTEES, ADMINISTRATORS, ATTORNEYS, PREDECESSORS, SUCCESSORS AND ASSIGNS AND THE HEIRS, EXECUTORS, ADMINISTRATORS, SUCCESSORS AND ASSIGNS OF ANY SUCH PERSON OR ENTITY, AS RELEASEES (COLLECTIVELY REFERRED TO AS THE "LENDER TO AGREE TO THE TERMS RELEASEES"), OF THIS AMENDMENT, EACH CREDIT OBLIGOR REPRESENTS AND WARRANTS THAT AS OF THE DATE HEREOF THERE ARE NO CLAIMS OR OFFSETS AGAINST OR RIGHTS OF RECOUPMENT WITH RESPECT TO OR DEFENSES OR COUNTERCLAIMS TO ITS OBLIGATIONS UNDER THE LOAN DOCUMENTS AND IN ACCORDANCE THEREWITH IT: (a) WAIVES FROM ANY AND ALL SUCH MANNER OF ACTIONS, CAUSES OF ACTION, SUITS, DEBTS, DUES, ACCOUNTS, BONDS, COVENANTS, CONTRACTS, AGREEMENTS, PROMISES, WARRANTIES, GUARANTIES, REPRESENTATIONS, LIENS, MECHANICS' LIENS, JUDGMENTS, CLAIMS, OFFSETSCOUNTERCLAIMS, RIGHTS OF RECOUPMENTCROSSCLAIMS, DEFENSES AND/OR COUNTERCLAIMSDEMANDS WHATSOEVER, INCLUDING CLAIMS FOR CONTRIBUTION AND/OR INDEMNITY, WHETHER NOW KNOWN OR UNKNOWN, ARISING PRIOR PAST OR PRESENT, ASSERTED OR UNASSERTED, CONTINGENT OR LIQUIDATED, AT LAW OR IN EQUITY, OR RESULTING FROM ANY ASSIGNMENT, IF ANY (COLLECTIVELY REFERRED TO AS "CLAIMS"), WHICH ANY OF THE RELEASORS EVER HAD, HAVE AND/OR HEREAFTER CAN, SHALL OR MAY CLAIM TO HAVE AGAINST ANY OF THE LENDER RELEASEES, FOR OR BY REASON OF ANY CAUSE, MATTER OR THING WHATSOEVER, FROM THE BEGINNING OF TIME TO THE DATE HEREOF; AND (b) RELEASES AND DISCHARGES THE LENDEROF EXECUTION OF THIS AGREEMENT, ITS AFFILIATES AND ITS AND THEIR OFFICERSINCLUDING, DIRECTORSBUT NOT LIMITED TO, EMPLOYEES, AGENTS, SHAREHOLDERS AND ATTORNEYS (COLLECTIVELY THE “RELEASED PARTIES”) FROM ANY AND ALL OBLIGATIONSCLAIMS RELATING TO OR ARISING FROM THE LENDING RELATIONSHIP OF THE LENDER AND THE BORROWER. THE BORROWER, INDEBTEDNESSRTI AND RTI ELECTRONICS WARRANT AND REPRESENT THAT THEY HAVE NOT ASSIGNED, LIABILITIESPLEDGED, CLAIMSHYPOTHECATED AND/OR OTHERWISE DIVESTED THEMSELVES AND/OR ENCUMBERED ALL OR ANY PART OF THE CLAIMS BEING RELEASED HEREBY AND THAT THEY HEREBY AGREE TO INDEMNIFY AND HOLD HARMLESS ANY AND ALL OF THE LENDER RELEASEES AGAINST WHOM ANY CLAIM SO ASSIGNED, RIGHTSPLEDGED, CAUSES OF ACTION HYPOTHECATED, DIVESTED AND/OR DEMANDS WHATSOEVER, WHETHER KNOWN OR UNKNOWN, SUSPECTED OR UNSUSPECTED, IN LAW OR EQUITY, WHICH THE BORROWER EVER HAD, NOW HAS, CLAIMS TO HAVE OR MAY HAVE AGAINST ANY RELEASED PARTY ARISING PRIOR TO THE DATE HEREOF AND FROM OR IN CONNECTION WITH THE LOAN DOCUMENTS OR THE TRANSACTIONS CONTEMPLATED THEREBYENCUMBERED IS ASSERTED.

Waiver and Release. TO INDUCE THE AS A MATERIAL INDUCEMENT FOR LENDER TO AGREE MAKE THE FUTURE ADVANCE AND TO THE TERMS OF ACCEPT THIS AMENDMENTAGREEMENT, EACH CREDIT OBLIGOR REPRESENTS BORROWER DOES HEREBY RELEASE, WAIVE, DISCHARGE, COVENANT NOT TO ▇▇▇, ACQUIT, SATISFY AND WARRANTS THAT AS OF THE DATE HEREOF THERE ARE NO CLAIMS OR OFFSETS AGAINST OR RIGHTS OF RECOUPMENT WITH RESPECT TO OR DEFENSES OR COUNTERCLAIMS TO ITS OBLIGATIONS UNDER THE LOAN DOCUMENTS AND IN ACCORDANCE THEREWITH IT: (a) WAIVES ANY AND ALL SUCH CLAIMS, OFFSETS, RIGHTS OF RECOUPMENT, DEFENSES OR COUNTERCLAIMS, WHETHER KNOWN OR UNKNOWN, ARISING PRIOR TO THE DATE HEREOF; AND (b) RELEASES AND DISCHARGES THE FOREVER DISCHARGE LENDER, ITS OFFICERS DIRECTORS, EMPLOYEES AND AGENTS AND ITS AFFILIATES AND ITS AND THEIR OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, SHAREHOLDERS AND ATTORNEYS (COLLECTIVELY THE “RELEASED PARTIES”) ASSIGNS FROM ANY AND ALL OBLIGATIONS, INDEBTEDNESS, LIABILITIESLIABILITY, CLAIMS, RIGHTSCOUNTERCLAIMS, DEFENSES, ACTIONS, CAUSES OF ACTION OR ACTION, SUITS, CONTROVERSIES, AGREEMENTS, PROMISES AND DEMANDS WHATSOEVER, WHETHER KNOWN OR UNKNOWN, SUSPECTED OR UNSUSPECTED, WHATSOEVER IN LAW OR EQUITY, IN EQUITY WHICH THE BORROWER EVER HAD, NOW HAS, CLAIMS TO HAVE OR WHICH ANY PERSONAL REPRESENTATIVE, SUCCESSOR, HEIR OR ASSIGN OF BORROWER HEREAFTER CAN, SHALL OR MAY HAVE AGAINST LENDER, ITS OFFICERS, DIRECTORS, EMPLOYEES, AND AGENTS, AND ITS AFFILIATES AND ASSIGNS, FOR, UPON OR BY REASON OF ANY RELEASED PARTY MATTER, CAUSE OR THING WHATSOEVER, THROUGH THE DATE HEREOF. BORROWER FURTHER EXPRESSLY AGREES THAT THE FOREGOING RELEASE AND WAIVER AGREEMENT IS INTENDED TO BE AS BROAD AND INCLUSIVE AS IS PERMITTED BY THE LAWS OF THE STATE OF FLORIDA. IN ADDITION TO, AND WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, AND IN CONSIDERATION OF LENDER'S MAKING THE FUTURE ADVANCE AND ACCEPTING THIS AGREEMENT, BORROWER COVENANTS WITH AND WARRANTS UNTO LENDER, AND ITS AFFILIATES AND ASSIGNS, THAT THERE PRESENTLY EXIST NO CLAIMS, COUNTERCLAIMS, DEFENSES, OBJECTIONS, OFFSETS OR CLAIMS OF OFFSETS AGAINST LENDER OR THE OBLIGATION OF BORROWER TO PAY ALL INDEBTEDNESS AND OBLIGATIONS DUE AND OWING FROM BORROWER TO LENDER WHEN AND AS THE SAME BECOME DUE AND PAYABLE. WAIVER OF TRIAL BY JURY. BORROWER AND LENDER HEREBY MUTUALLY KNOWINGLY, WILLINGLY AND VOLUNTARILY WAIVE THEIR RIGHT TO TRIAL BY JURY, AND, NO PARTY, NOR ANY ASSIGNEE, SUCCESSOR, HEIR, OR LEGAL REPRESENTATIVE OF THE PARTIES (ALL OF WHOM ARE HEREINAFTER REFERRED TO AS THE "PARTIES") SHALL SEEK A JURY TRIAL IN ANY LAWSUIT, PROCEEDING, COUNTERCLAIM, OR ANY OTHER LITIGATION PROCEEDING BASED UPON OR ARISING PRIOR OUT OF THIS AGREEMENT OR THE LOAN DOCUMENTS, OR ANY INSTRUMENT EVIDENCING, SECURING, OR RELATING TO THE DATE HEREOF AND FROM LOAN, ANY RELATED AGREEMENT OR IN CONNECTION WITH INSTRUMENT, ANY OTHER COLLATERAL FOR THE LOAN DOCUMENTS OR ANY COURSE OF ACTION, COURSE OF DEALING, STATEMENTS (WHETHER VERBAL OR WRITTEN) OR ACTIONS RELATING TO THE TRANSACTIONS CONTEMPLATED THEREBYLOAN OR TO THIS AGREEMENT. THE PARTIES ALSO WAIVE ANY RIGHT TO CONSOLIDATE ANY ACTION IN WHICH A JURY TRIAL HAS BEEN WAIVED, WITH ANY OTHER ACTION IN WHICH A JURY TRIAL HAS NOT BEEN WAIVED. THE PROVISIONS OF THIS PARAGRAPH HAVE BEEN FULLY NEGOTIATED BY THE PARTIES. THE WAIVER CONTAINED HEREIN IS IRREVOCABLE, CONSTITUTES A KNOWING AND VOLUNTARY WAIVER, AND SHALL BE SUBJECT TO NO EXCEPTIONS. LENDER HAS IN NO WAY AGREED WITH OR REPRESENTED TO BORROWER OR TO ANY OTHER PARTY THAT THE PROVISIONS OF THIS PARAGRAPH WILL NOT BE FULLY ENFORCED IN ALL INSTANCES.

Waiver and Release. TO INDUCE THE LENDER ADMINISTRATIVE AGENT AND THE LENDERS TO AGREE TO THE TERMS OF THIS AMENDMENTAGREEMENT, EACH CREDIT OBLIGOR REPRESENTS THE BORROWER AND WARRANTS PARENT REPRESENT AND WARRANT THAT AS OF THE DATE HEREOF THERE ARE NO CLAIMS OR OFFSETS AGAINST OR RIGHTS OF RECOUPMENT WITH RESPECT TO OR DEFENSES OR COUNTERCLAIMS TO ITS OBLIGATIONS UNDER THE LOAN DOCUMENTS AND IN ACCORDANCE THEREWITH ITEACH OF THEM: (a) WAIVES ANY AND ALL SUCH CLAIMS, OFFSETS, RIGHTS OF RECOUPMENT, DEFENSES OR COUNTERCLAIMS, WHETHER KNOWN OR UNKNOWN, ARISING PRIOR TO THE DATE HEREOF; AND (b) RELEASES AND DISCHARGES THE LENDERADMINISTRATIVE AGENT, ITS THE LENDERS, THEIR AFFILIATES AND ITS AND THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, SHAREHOLDERS SHAREHOLDERS, PARTNERS, MEMBERS AND ATTORNEYS (COLLECTIVELY THE “RELEASED PARTIES”) FROM ANY AND ALL OBLIGATIONS, INDEBTEDNESS, LIABILITIES, CLAIMS, RIGHTS, CAUSES OF ACTION OR DEMANDS WHATSOEVER, WHETHER KNOWN OR UNKNOWN, SUSPECTED OR UNSUSPECTED, IN LAW OR EQUITY, WHICH THE BORROWER OR PARENT EVER HAD, NOW HAS, CLAIMS TO HAVE OR MAY HAVE AGAINST ANY RELEASED PARTY ARISING PRIOR TO THE DATE HEREOF AND FROM OR IN CONNECTION WITH THE LOAN DOCUMENTS OR THE TRANSACTIONS CONTEMPLATED THEREBY.

Waiver and Release. AS A MATERIAL INDUCEMENT FOR THE LENDERS TO INDUCE THE LENDER TO AGREE TO THE TERMS OF EXECUTE THIS AMENDMENT, EACH CREDIT OBLIGOR REPRESENTS THE BORROWERS DO HEREBY RELEASE, WAIVE, DISCHARGE, COVENANT NOT TO SUE, ▇▇QUIT, SATISFY AND WARRANTS THAT AS OF FOREVER DISCHARGE THE DATE HEREOF THERE ARE NO CLAIMS OR OFFSETS AGAINST OR RIGHTS OF RECOUPMENT WITH RESPECT TO OR DEFENSES OR COUNTERCLAIMS TO ITS OBLIGATIONS UNDER THE LOAN DOCUMENTS AGENT AND IN ACCORDANCE THEREWITH IT: (a) WAIVES ANY AND ALL SUCH CLAIMSLENDERS, OFFSETS, RIGHTS OF RECOUPMENT, DEFENSES OR COUNTERCLAIMS, WHETHER KNOWN OR UNKNOWN, ARISING PRIOR TO THE DATE HEREOF; AND (b) RELEASES AND DISCHARGES THE LENDER, ITS AFFILIATES AND ITS AND THEIR OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, SHAREHOLDERS ATTORNEYS AND ATTORNEYS (COLLECTIVELY THE “RELEASED PARTIES”) AGENTS AND THEIR AFFILIATES AND ASSIGNS FROM ANY AND ALL OBLIGATIONS, INDEBTEDNESS, LIABILITIESLIABILITY, CLAIMS, RIGHTSCOUNTERCLAIMS, DEFENSES, ACTIONS, CAUSES OF ACTION OR ACTION, SUITS, CONTROVERSIES, AGREEMENTS, PROMISES AND DEMANDS WHATSOEVER, WHETHER KNOWN OR UNKNOWN, SUSPECTED OR UNSUSPECTED, WHATSOEVER IN LAW OR EQUITY, IN EQUITY WHICH THE BORROWER BORROWERS EVER HAD, NOW HASHAVE, CLAIMS TO HAVE OR WHICH ANY PERSONAL REPRESENTATIVE, SUCCESSOR, HEIR OR ASSIGN OF THE BORROWERS HEREAFTER CAN, SHALL OR MAY HAVE AGAINST THE AGENT OR THE LENDERS, THEIR OFFICERS, DIRECTORS, EMPLOYEES, ATTORNEYS AND AGENTS, AND THEIR AFFILIATES AND ASSIGNS, FOR, UPON OR BY REASON OF ANY RELEASED PARTY ARISING PRIOR TO MATTER, CAUSE OR THING WHATSOEVER, THROUGH THE DATE HEREOF HEREOF. THE BORROWERS FURTHER EXPRESSLY COVENANT WITH AND FROM WARRANT UNTO THE LENDERS AND THEIR AFFILIATES AND ASSIGNS, THAT THERE EXIST NO CLAIMS, COUNTERCLAIMS, DEFENSES, OBJECTIONS, OFFSETS OR IN CONNECTION WITH CLAIMS OF OFFSET AGAINST THE LENDERS OR THE OBLIGATION OF THE BORROWERS TO PAY THE LENDERS ALL AMOUNTS OWING UNDER THE NOTES, THE LOAN AGREEMENT AND ALL ASSOCIATED LOAN DOCUMENTS OR AS AND WHEN THE TRANSACTIONS CONTEMPLATED THEREBYSAME BECOME DUE AND PAYABLE.

Waiver and Release. TO INDUCE THE LENDER TO AGREE TO THE TERMS EACH OF THIS AMENDMENTOBLIGORS (IN ITS OWN RIGHT AND ON BEHALF OF ITS PREDECESSORS, EACH CREDIT OBLIGOR REPRESENTS SUCCESSORS, LEGAL REPRESENTATIVES AND WARRANTS ASSIGNS) HEREBY EXPRESSLY AND UNCONDITIONALLY ACKNOWLEDGES AND AGREES THAT AS OF THE DATE HEREOF THERE ARE IT HAS NO CLAIMS OR OFFSETS AGAINST OR RIGHTS OF RECOUPMENT WITH RESPECT TO OR DEFENSES OR COUNTERCLAIMS TO ITS OBLIGATIONS UNDER THE LOAN DOCUMENTS AND IN ACCORDANCE THEREWITH IT: (a) WAIVES ANY AND ALL SUCH SETOFFS, COUNTERCLAIMS, ADJUSTMENTS, RECOUPMENTS, DEFENSES, CLAIMS, OFFSETSCAUSES OF ACTION, RIGHTS ACTIONS OR DAMAGES OF RECOUPMENT, DEFENSES ANY CHARACTER OR COUNTERCLAIMSNATURE, WHETHER CONTINGENT, NONCONTINGENT, LIQUIDATED, UNLIQUIDATED, FIXED, MATURED, UNMATURED, DISPUTED, UNDISPUTED, LEGAL, EQUITABLE, SECURED OR UNSECURED, KNOWN OR UNKNOWN, ARISING PRIOR TO THE DATE HEREOF; AND (b) RELEASES AND DISCHARGES THE LENDERACTUAL OR PUNITIVE, FORESEEN OR UNFORESEEN, DIRECT, OR INDIRECT, AGAINST ANY CREDIT PARTY, ANY OF ITS AFFILIATES AND OR ANY OF ITS AND THEIR OFFICERS, DIRECTORS, AGENTS, EMPLOYEES, AGENTSATTORNEYS OR REPRESENTATIVES OR ANY OF THEIR RESPECTIVE PREDECESSORS, SHAREHOLDERS AND ATTORNEYS SUCCESSORS OR ASSIGNS (COLLECTIVELY COLLECTIVELY, THE “RELEASED LENDER-RELATED PARTIES”) FROM OR ANY GROUNDS OR CAUSE FOR REDUCTION, MODIFICATION, SET ASIDE OR SUBORDINATION OF THE SECURED Obligations OR ANY LIENS OR SECURITY INTERESTS OF the CREDIT Parties. IN PARTIAL CONSIDERATION FOR THE AGREEMENT OF Administrative Agent and LENDERs TO ENTER INTO THIS AGREEMENT, EACH OF Obligors HEREBY KNOWINGLY AND UNCONDITIONALLY WAIVES AND FULLY AND FINALLY RELEASES AND FOREVER DISCHARGES THE LENDER-RELATED PARTIES FROM, and covenants not to s▇▇ the Lender-related parties for, ANY AND ALL OBLIGATIONSSETOFFS, INDEBTEDNESSCOUNTERCLAIMS, LIABILITIESADJUSTMENTS, RECOUPMENTS, CLAIMS, RIGHTS, CAUSES OF ACTION OR DEMANDS WHATSOEVERACTION, ACTIONS, GROUNDS, CAUSES, DAMAGES, COSTS AND EXPENSES OF EVERY NATURE AND CHARACTER, WHETHER CONTINGENT, NONCONTINGENT, LIQUIDATED, UNLIQUIDATED, FIXED, MATURED, UNMATURED, DISPUTED, UNDISPUTED, LEGAL, EQUITABLE, SECURED OR UNSECURED, KNOWN OR UNKNOWN, SUSPECTED ACTUAL OR UNSUSPECTEDPUNITIVE, IN LAW FORESEEN OR EQUITYUNFORESEEN, DIRECT OR INDIRECT, ARISING OUT OF OR FROM OR RELATED TO ANY OF THE LOAN DOCUMENTS, WHICH any Obligor NOW OWNS AND HOLDS, OR HAS AT ANY TIME HERETOFORE OWNED OR HELD, SUCH WAIVER, RELEASE AND DISCHARGE BEING MADE WITH FULL KNOWLEDGE AND UNDERSTANDING OF THE BORROWER EVER HADCIRCUMSTANCES AND EFFECTS OF SUCH WAIVER, NOW HASRELEASE AND DISCHARGE AND AFTER HAVING CONSULTED LEGAL COUNSEL OF ITS OWN CHOOSING WITH RESPECT THERETO. THIS SECTION IS IN ADDITION TO ANY OTHER RELEASE OF ANY OF THE LENDER-RELATED PARTIES BY ANY OF Obligors AND SHALL NOT IN ANY WAY LIMIT ANY OTHER RELEASE, CLAIMS COVENANT NOT TO HAVE S▇▇, OR MAY HAVE AGAINST WAIVER BY ANY RELEASED PARTY ARISING PRIOR TO OF Obligors IN FAVOR OF ANY OF THE DATE HEREOF AND FROM OR IN CONNECTION WITH THE LOAN DOCUMENTS OR THE TRANSACTIONS CONTEMPLATED THEREBYLENDER-RELATED PARTIES.

Waiver and Release. TO INDUCE THE LENDER ADMINISTRATIVE AGENT, ACTING ON BEHALF OF THE LENDERS, TO AGREE TO THE TERMS OF THIS AMENDMENTWAIVER, EACH CREDIT OBLIGOR REPRESENTS THE BORROWERS, THE GUARANTORS AND WARRANTS THEIR AFFILIATES (COLLECTIVELY, THE RELEASING PARTIES”) REPRESENT AND WARRANT THAT AS OF THE DATE HEREOF THERE ARE NO CLAIMS OR OFFSETS AGAINST OR RIGHTS OF RECOUPMENT WITH RESPECT TO OR DEFENSES OR COUNTERCLAIMS TO ITS THEIR OBLIGATIONS UNDER THE LOAN DOCUMENTS AND IN ACCORDANCE THEREWITH ITTHEY: (a) WAIVES WAIVE ANY AND ALL SUCH CLAIMS, OFFSETS, RIGHTS OF RECOUPMENT, DEFENSES OR COUNTERCLAIMS, WHETHER KNOWN OR UNKNOWN, ARISING PRIOR TO THE DATE HEREOF; AND (b) RELEASES FOREVER RELEASE, RELIEVE, AND DISCHARGES DISCHARGE THE LENDERADMINISTRATIVE AGENT, ITS AFFILIATES AND ITS AND THE LENDERS, THEIR OFFICERS, DIRECTORS, EMPLOYEESSHAREHOLDERS, MEMBERS, PARTNERS, PREDECESSORS, SUCCESSORS, ASSIGNS, ATTORNEYS, ACCOUNTANTS, AGENTS, SHAREHOLDERS EMPLOYEES, AND ATTORNEYS REPRESENTATIVES (COLLECTIVELY COLLECTIVELY, THE “RELEASED PARTIES”) ), AND EACH OF THEM, FROM ANY AND ALL OBLIGATIONS, INDEBTEDNESSCLAIMS, LIABILITIES, CLAIMS, RIGHTSDEMANDS, CAUSES OF ACTION ACTION, DEBTS, OBLIGATIONS, PROMISES, ACTS, AGREEMENTS, AND DAMAGES, OF WHATEVER KIND OR DEMANDS WHATSOEVERNATURE, WHETHER KNOWN OR UNKNOWN, SUSPECTED OR UNSUSPECTED, IN CONTINGENT OR FIXED, LIQUIDATED OR UNLIQUIDATED, MATURED OR UNMATURED, WHETHER AT LAW OR IN EQUITY, WHICH THE BORROWER RELEASING PARTIES EVER HAD, NOW HASHAVE, CLAIMS OR MAY, SHALL, OR CAN HEREAFTER HAVE, DIRECTLY OR INDIRECTLY ARISING OUT OF OR IN ANY WAY BASED UPON, CONNECTED WITH, OR RELATED TO HAVE MATTERS, THINGS, ACTS, CONDUCT, AND/OR MAY HAVE AGAINST OMISSIONS AT ANY RELEASED PARTY ARISING PRIOR TO TIME FROM THE BEGINNING OF THE WORLD THROUGH AND INCLUDING THE DATE HEREOF HEREOF, INCLUDING WITHOUT LIMITATION ANY AND FROM ALL CLAIMS AGAINST THE RELEASED PARTIES ARISING UNDER OR IN CONNECTION WITH RELATED TO THE LOAN DOCUMENTS OR THE TRANSACTIONS CONTEMPLATED THEREBY. (c) IN CONNECTION WITH THE RELEASE CONTAINED HEREIN, THE RELEASING PARTIES ACKNOWLEDGE THAT THEY ARE AWARE THAT THEY MAY HEREAFTER DISCOVER CLAIMS PRESENTLY UNKNOWN OR UNSUSPECTED, OR FACTS IN ADDITION TO OR DIFFERENT FROM THOSE WHICH THEY KNOW OR BELIEVE TO BE TRUE, WITH RESPECT TO THE MATTERS RELEASED HEREIN. NEVERTHELESS, IT IS THE INTENTION OF THE RELEASING PARTIES, THROUGH THIS AGREEMENT AND WITH ADVICE OF COUNSEL, FULLY, FINALLY, AND FOREVER TO RELEASE ALL SUCH MATTERS, AND ALL CLAIMS RELATED THERETO, WHICH DO NOW EXIST, OR HERETOFORE HAVE EXISTED. IN FURTHERANCE OF SUCH INTENTION, THE RELEASES HEREIN GIVEN SHALL BE AND REMAIN IN EFFECT AS A FULL AND COMPLETE RELEASE OR WITHDRAWAL OF SUCH MATTERS NOTWITHSTANDING THE DISCOVERY OR EXISTENCE OF ANY SUCH ADDITIONAL OR DIFFERENT CLAIMS OR FACTS RELATED THERETO. (d) THE RELEASING PARTIES COVENANT AND AGREE NOT TO BRING ANY CLAIM, ACTION, SUIT, OR PROCEEDING AGAINST THE RELEASED PARTIES, DIRECTLY OR INDIRECTLY, REGARDING OR RELATED IN ANY MANNER TO THE MATTERS RELEASED HEREBY, AND FURTHER COVENANT AND AGREE THAT THIS AGREEMENT IS A BAR TO ANY SUCH CLAIM, ACTION, SUIT, OR PROCEEDING. (e) THE RELEASING PARTIES REPRESENT AND WARRANT TO THE RELEASED PARTIES THAT THEY HAVE NOT HERETOFORE ASSIGNED OR TRANSFERRED, OR PURPORTED TO ASSIGN OR TRANSFER, TO ANY PERSON OR ENTITY ANY CLAIMS OR OTHER MATTERS HEREIN RELEASED.

Waiver and Release. TO INDUCE THE LENDER ADMINISTRATIVE AGENT AND THE LENDERS TO AGREE TO THE TERMS OF THIS AMENDMENT, EACH CREDIT OBLIGOR REPRESENTS THE PARENT, THE BORROWER AND WARRANTS THAT ITS AFFILIATES (COLLECTIVELY, THE “RELEASING PARTIES”) REPRESENT AND WARRANT THAT, AS OF THE DATE HEREOF HEREOF, THERE ARE NO CLAIMS OR OFFSETS AGAINST AGAINST, OR RIGHTS OF RECOUPMENT WITH RESPECT TO TO, OR DISPUTES OF, OR DEFENSES OR COUNTERCLAIMS TO ITS TO, THEIR OBLIGATIONS UNDER THE LOAN DOCUMENTS DOCUMENTS, AND IN ACCORDANCE THEREWITH ITTHE RELEASING PARTIES: (a) WAIVES WAIVE ANY AND ALL SUCH CLAIMS, OFFSETS, RIGHTS OF RECOUPMENT, DISPUTES, DEFENSES OR AND COUNTERCLAIMS, WHETHER KNOWN OR UNKNOWN, ARISING PRIOR TO THE DATE HEREOF; AND. (b) RELEASES FOREVER RELEASE, RELIEVE, AND DISCHARGES DISCHARGE THE LENDERADMINISTRATIVE AGENT, ITS THE LENDERS, THEIR AFFILIATES AND ITS AND THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEESSHAREHOLDERS, MEMBERS, PARTNERS, PREDECESSORS, SUCCESSORS, ASSIGNS, ATTORNEYS, ACCOUNTANTS, AGENTS, SHAREHOLDERS EMPLOYEES, AND ATTORNEYS REPRESENTATIVES (COLLECTIVELY COLLECTIVELY, THE “RELEASED PARTIES”) ), AND EACH OF THEM, FROM ANY AND ALL OBLIGATIONS, INDEBTEDNESSCLAIMS, LIABILITIES, CLAIMS, RIGHTSDEMANDS, CAUSES OF ACTION ACTION, DEBTS, OBLIGATIONS, PROMISES, ACTS, AGREEMENTS, AND DAMAGES, OF WHATEVER KIND OR DEMANDS WHATSOEVERNATURE, WHETHER KNOWN OR UNKNOWN, SUSPECTED OR UNSUSPECTED, IN CONTINGENT OR FIXED, LIQUIDATED OR UNLIQUIDATED, MATURED OR UNMATURED, WHETHER AT LAW OR IN EQUITY, WHICH THE BORROWER RELEASING PARTIES EVER HAD, NOW HASHAVE, CLAIMS OR MAY, SHALL, OR CAN HEREAFTER HAVE, DIRECTLY OR INDIRECTLY ARISING OUT OF OR IN ANY WAY BASED UPON, CONNECTED WITH, OR RELATED TO HAVE MATTERS, THINGS, ACTS, CONDUCT, AND/OR MAY HAVE AGAINST OMISSIONS AT ANY RELEASED PARTY ARISING PRIOR TO TIME FROM THE BEGINNING OF THE WORLD THROUGH AND INCLUDING THE DATE HEREOF HEREOF, INCLUDING WITHOUT LIMITATION ANY AND FROM ALL CLAIMS AGAINST THE RELEASED PARTIES ARISING UNDER OR IN CONNECTION WITH RELATED TO ANY OF THE LOAN DOCUMENTS OR ANY OF THE TRANSACTIONS CONTEMPLATED THEREBY. (c) IN CONNECTION WITH THE RELEASE CONTAINED HEREIN, ACKNOWLEDGE THAT THEY ARE AWARE THAT THEY MAY HEREAFTER DISCOVER CLAIMS PRESENTLY UNKNOWN OR UNSUSPECTED, OR FACTS IN ADDITION TO OR DIFFERENT FROM THOSE WHICH THEY KNOW OR BELIEVE TO BE TRUE, WITH RESPECT TO THE MATTERS RELEASED HEREIN. NEVERTHELESS, IT IS THE INTENTION OF THE RELEASING PARTIES, THROUGH THIS AMENDMENT AND WITH ADVICE OF COUNSEL, FULLY, FINALLY, AND FOREVER TO RELEASE ALL SUCH MATTERS, AND ALL CLAIMS RELATED THERETO, WHICH DO NOW EXIST, OR HERETOFORE HAVE EXISTED. IN FURTHERANCE OF SUCH INTENTION, THE RELEASES HEREIN GIVEN SHALL BE AND REMAIN IN EFFECT AS A FULL AND COMPLETE RELEASE OR WITHDRAWAL OF SUCH MATTERS NOTWITHSTANDING THE DISCOVERY OR EXISTENCE OF ANY SUCH ADDITIONAL OR DIFFERENT CLAIMS OR FACTS RELATED THERETO. (d) COVENANT AND AGREE NOT TO BRING ANY CLAIM, ACTION, SUIT, OR PROCEEDING AGAINST THE RELEASED PARTIES, DIRECTLY OR INDIRECTLY, REGARDING OR RELATED IN ANY MANNER TO THE MATTERS RELEASED HEREBY, AND FURTHER COVENANT AND AGREE THAT THIS AMENDMENT IS A BAR TO ANY SUCH CLAIM, ACTION, SUIT, OR PROCEEDING. (e) REPRESENT AND WARRANT TO THE RELEASED PARTIES THAT THEY HAVE NOT HERETOFORE ASSIGNED OR TRANSFERRED, OR PURPORTED TO ASSIGN OR TRANSFER, TO ANY PERSON OR ENTITY ANY CLAIMS OR OTHER MATTERS HEREIN RELEASED. (f) ACKNOWLEDGE THAT THEY HAVE HAD THE BENEFIT OF INDEPENDENT LEGAL ADVICE WITH RESPECT TO THE ADVISABILITY OF ENTERING INTO THIS RELEASE AND HEREBY KNOWINGLY, AND UPON SUCH ADVICE OF COUNSEL, WAIVE ANY AND ALL APPLICABLE RIGHTS AND BENEFITS UNDER, AND PROTECTIONS OF, CALIFORNIA CIVIL CODE SECTION 1542, AND ANY AND ALL STATUTES AND DOCTRINES OF SIMILAR EFFECT. CALIFORNIA CIVIL CODE SECTION 1542 PROVIDES AS FOLLOWS: A general release does not extend to claims that the creditor or releasing party does not know or suspect to exist in his or her favor at the time of executing the release, and that if known by him or her, would have materially affected his or her settlement with the debtor or released party.

Waiver and Release. TO INDUCE THE LENDER ADMINISTRATIVE AGENT AND THE LENDERS TO AGREE TO THE TERMS OF THIS AMENDMENT, EACH CREDIT OBLIGOR REPRESENTS THE BORROWER AND WARRANTS THAT ITS AFFILIATES (COLLECTIVELY, THE “RELEASING PARTIES”) REPRESENT AND WARRANT THAT, AS OF THE DATE HEREOF HEREOF, THERE ARE NO CLAIMS OR OFFSETS AGAINST AGAINST, OR RIGHTS OF RECOUPMENT WITH RESPECT TO TO, OR DISPUTES OF, OR DEFENSES OR COUNTERCLAIMS TO ITS TO, THEIR OBLIGATIONS UNDER THE LOAN DOCUMENTS DOCUMENTS, AND IN ACCORDANCE THEREWITH ITTHE RELEASING PARTIES: (a) WAIVES WAIVE ANY AND ALL SUCH CLAIMS, OFFSETS, RIGHTS OF RECOUPMENT, DISPUTES, DEFENSES OR AND COUNTERCLAIMS, WHETHER KNOWN OR UNKNOWN, ARISING PRIOR TO THE DATE HEREOF; AND. (b) RELEASES FOREVER RELEASE, RELIEVE, AND DISCHARGES DISCHARGE THE LENDERADMINISTRATIVE AGENT, ITS THE LENDERS, THEIR AFFILIATES AND ITS AND THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEESSHAREHOLDERS, MEMBERS, PARTNERS, PREDECESSORS, SUCCESSORS, ASSIGNS, ATTORNEYS, ACCOUNTANTS, AGENTS, SHAREHOLDERS EMPLOYEES, AND ATTORNEYS REPRESENTATIVES (COLLECTIVELY COLLECTIVELY, THE “RELEASED PARTIES”) ), AND EACH OF THEM, FROM ANY AND ALL OBLIGATIONS, INDEBTEDNESSCLAIMS, LIABILITIES, CLAIMS, RIGHTSDEMANDS, CAUSES OF ACTION ACTION, DEBTS, OBLIGATIONS, PROMISES, ACTS, AGREEMENTS, AND DAMAGES, OF WHATEVER KIND OR DEMANDS WHATSOEVERNATURE, WHETHER KNOWN OR UNKNOWN, SUSPECTED OR UNSUSPECTED, IN CONTINGENT OR FIXED, LIQUIDATED OR UNLIQUIDATED, MATURED OR UNMATURED, WHETHER AT LAW OR IN EQUITY, WHICH THE BORROWER RELEASING PARTIES EVER HAD, NOW HASHAVE, CLAIMS OR MAY, SHALL, OR CAN HEREAFTER HAVE, DIRECTLY OR INDIRECTLY ARISING OUT OF OR IN ANY WAY BASED UPON, CONNECTED WITH, OR RELATED TO HAVE MATTERS, THINGS, ACTS, CONDUCT, AND/OR MAY HAVE AGAINST OMISSIONS AT ANY RELEASED PARTY ARISING PRIOR TO TIME FROM THE BEGINNING OF THE WORLD THROUGH AND INCLUDING THE DATE HEREOF HEREOF, INCLUDING WITHOUT LIMITATION ANY AND FROM ALL CLAIMS AGAINST THE RELEASED PARTIES ARISING UNDER OR IN CONNECTION WITH RELATED TO ANY OF THE LOAN DOCUMENTS OR ANY OF THE TRANSACTIONS CONTEMPLATED THEREBY. c) IN CONNECTION WITH THE RELEASE CONTAINED HEREIN, ACKNOWLEDGE THAT THEY ARE AWARE THAT THEY MAY HEREAFTER DISCOVER CLAIMS PRESENTLY UNKNOWN OR UNSUSPECTED, OR FACTS IN ADDITION TO OR DIFFERENT FROM THOSE WHICH THEY KNOW OR BELIEVE TO BE TRUE, WITH RESPECT TO THE MATTERS RELEASED HEREIN. NEVERTHELESS, IT IS THE INTENTION OF THE RELEASING PARTIES, THROUGH THIS AMENDMENT AND WITH ADVICE OF COUNSEL, FULLY, FINALLY, AND FOREVER TO RELEASE ALL SUCH MATTERS, AND ALL CLAIMS RELATED THERETO, WHICH DO NOW EXIST, OR HERETOFORE HAVE EXISTED. IN FURTHERANCE OF SUCH INTENTION, THE RELEASES HEREIN GIVEN SHALL BE AND REMAIN IN EFFECT AS A FULL AND COMPLETE RELEASE OR WITHDRAWAL OF SUCH MATTERS NOTWITHSTANDING THE DISCOVERY OR EXISTENCE OF ANY SUCH ADDITIONAL OR DIFFERENT CLAIMS OR FACTS RELATED THERETO. d) COVENANT AND AGREE NOT TO BRING ANY CLAIM, ACTION, SUIT, OR PROCEEDING AGAINST THE RELEASED PARTIES, DIRECTLY OR INDIRECTLY, REGARDING OR RELATED IN ANY MANNER TO THE MATTERS RELEASED HEREBY, AND FURTHER COVENANT AND AGREE THAT THIS AMENDMENT IS A BAR TO ANY SUCH CLAIM, ACTION, SUIT, OR PROCEEDING. e) REPRESENT AND WARRANT TO THE RELEASED PARTIES THAT THEY HAVE NOT HERETOFORE ASSIGNED OR TRANSFERRED, OR PURPORTED TO ASSIGN OR TRANSFER, TO ANY PERSON OR ENTITY ANY CLAIMS OR OTHER MATTERS HEREIN RELEASED. f) ACKNOWLEDGE THAT THEY HAVE HAD THE BENEFIT OF INDEPENDENT LEGAL ADVICE WITH RESPECT TO THE ADVISABILITY OF ENTERING INTO THIS RELEASE AND HEREBY KNOWINGLY, AND UPON SUCH ADVICE OF COUNSEL, WAIVE ANY AND ALL APPLICABLE RIGHTS AND BENEFITS UNDER, AND PROTECTIONS OF, CALIFORNIA CIVIL CODE SECTION 1542, AND ANY AND ALL STATUTES AND DOCTRINES OF SIMILAR EFFECT. CALIFORNIA CIVIL CODE SECTION 1542 PROVIDES AS FOLLOWS:

Waiver and Release. TO INDUCE THE AGENT AND THE LENDER TO AGREE TO THE TERMS OF THIS AMENDMENT, EACH CREDIT OBLIGOR REPRESENTS LOAN PARTY AND WARRANTS THAT ITS AFFILIATES (COLLECTIVELY, THE “RELEASING PARTIES”) REPRESENT AND WARRANT THAT, AS OF THE DATE HEREOF HEREOF, THERE ARE NO CLAIMS OR OFFSETS AGAINST AGAINST, OR RIGHTS OF RECOUPMENT WITH RESPECT TO TO, OR DISPUTES OF, OR DEFENSES OR COUNTERCLAIMS TO ITS TO, THEIR OBLIGATIONS UNDER THE LOAN DOCUMENTS DOCUMENTS, AND IN ACCORDANCE THEREWITH ITTHEY: (a) WAIVES WAIVE ANY AND ALL SUCH CLAIMS, OFFSETS, RIGHTS OF RECOUPMENT, DISPUTES, DEFENSES OR AND COUNTERCLAIMS, WHETHER KNOWN OR UNKNOWN, ARISING PRIOR TO THE DATE HEREOF; AND. (b) RELEASES FOREVER RELEASE, RELIEVE AND DISCHARGES DISCHARGE THE LENDERAGENT, ITS AFFILIATES AND ITS THE LENDER AND THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEESSHAREHOLDERS, MEMBERS, PARTNERS, PREDECESSORS, SUCCESSORS, ASSIGNS, ATTORNEYS, ACCOUNTANTS, AGENTS, SHAREHOLDERS EMPLOYEES AND ATTORNEYS REPRESENTATIVES (COLLECTIVELY COLLECTIVELY, THE “RELEASED PARTIES”) ), AND EACH OF THEM, FROM ANY AND ALL OBLIGATIONS, INDEBTEDNESSCLAIMS, LIABILITIES, CLAIMS, RIGHTSDEMANDS, CAUSES OF ACTION ACTION, DEBTS, OBLIGATIONS, PROMISES, ACTS, AGREEMENTS AND DAMAGES, OF WHATEVER KIND OR DEMANDS WHATSOEVERNATURE, WHETHER KNOWN OR UNKNOWN, SUSPECTED OR UNSUSPECTED, IN CONTINGENT OR FIXED, LIQUIDATED OR UNLIQUIDATED, MATURED OR UNMATURED, WHETHER AT LAW OR IN EQUITY, WHICH THE BORROWER RELEASING PARTIES EVER HAD, NOW HASHAVE, CLAIMS OR MAY, SHALL OR CAN HEREAFTER HAVE, DIRECTLY OR INDIRECTLY ARISING OUT OF OR IN ANY WAY BASED UPON, CONNECTED WITH, OR RELATED TO HAVE MATTERS, THINGS, ACTS, CONDUCT AND/OR MAY HAVE AGAINST OMISSIONS AT ANY RELEASED PARTY ARISING PRIOR TO TIME FROM THE BEGINNING OF THE WORLD THROUGH AND INCLUDING THE DATE HEREOF HEREOF, INCLUDING WITHOUT LIMITATION ANY AND FROM ALL CLAIMS AGAINST THE RELEASED PARTIES ARISING UNDER OR IN CONNECTION WITH RELATED TO ANY OF THE LOAN DOCUMENTS OR ANY OF THE TRANSACTIONS CONTEMPLATED THEREBY. (c) IN CONNECTION WITH THE RELEASE CONTAINED HEREIN, ACKNOWLEDGE THAT THEY ARE AWARE THAT THEY MAY HEREAFTER DISCOVER CLAIMS PRESENTLY UNKNOWN OR UNSUSPECTED, OR FACTS IN ADDITION TO OR DIFFERENT FROM THOSE WHICH THEY KNOW OR BELIEVE TO BE TRUE, WITH RESPECT TO THE MATTERS RELEASED HEREIN. NEVERTHELESS, IT IS THE INTENTION OF THE RELEASING PARTIES, THROUGH THIS AMENDMENT AND WITH ADVICE OF COUNSEL, FULLY, FINALLY AND FOREVER TO RELEASE ALL SUCH MATTERS, AND ALL CLAIMS RELATED THERETO, WHICH DO NOW EXIST, OR HERETOFORE HAVE EXISTED. IN FURTHERANCE OF SUCH INTENTION, THE RELEASES HEREIN GIVEN SHALL BE AND REMAIN IN EFFECT AS A FULL AND COMPLETE RELEASE OF SUCH MATTERS NOTWITHSTANDING THE DISCOVERY OR EXISTENCE OF ANY SUCH ADDITIONAL OR DIFFERENT CLAIMS OR FACTS RELATED THERETO. (d) COVENANT AND AGREE NOT TO BRING ANY CLAIM, ACTION, SUIT OR PROCEEDING AGAINST THE RELEASED PARTIES, DIRECTLY OR INDIRECTLY, REGARDING OR RELATED IN ANY MANNER TO THE MATTERS RELEASED HEREBY, AND FURTHER COVENANT AND AGREE THAT THIS AMENDMENT IS A BAR TO ANY SUCH CLAIM, ACTION, SUIT OR PROCEEDING. (e) REPRESENT AND WARRANT TO THE RELEASED PARTIES THAT THEY HAVE NOT HERETOFORE ASSIGNED OR TRANSFERRED, OR PURPORTED TO ASSIGN OR TRANSFER, TO ANY PERSON OR ENTITY ANY CLAIMS OR OTHER MATTERS HEREIN RELEASED. (f) ACKNOWLEDGE THAT THEY HAVE HAD THE BENEFIT OF INDEPENDENT LEGAL ADVICE WITH RESPECT TO THE ADVISABILITY OF ENTERING INTO THIS RELEASE AND HEREBY KNOWINGLY, AND UPON SUCH ADVICE OF COUNSEL, WAIVE ANY AND ALL APPLICABLE RIGHTS AND BENEFITS UNDER, AND PROTECTIONS OF, CALIFORNIA CIVIL CODE SECTION 1542, AND ANY AND ALL STATUTES AND DOCTRINES OF SIMILAR EFFECT. CALIFORNIA CIVIL CODE SECTION 1542 PROVIDES AS FOLLOWS:

Waiver and Release. TO INDUCE FOR GOOD AND VALUABLE CONSIDERATION, THE LENDER TO AGREE TO THE TERMS RECEIPT AND SUFFICIENCY OF THIS AMENDMENTWHICH ARE HEREBY ACKNOWLEDGED, EACH CREDIT OBLIGOR REPRESENTS PARTY HEREBY, FOR ITSELF AND WARRANTS THAT AS ITS SUCCESSORS AND ASSIGNS, FULLY AND WITHOUT RESERVE, RELEASES AND FOREVER DISCHARGES EACH OF THE DATE HEREOF THERE ARE NO CLAIMS OR OFFSETS AGAINST OR RIGHTS ADMINISTRATIVE AGENT, THE LENDERS, CO-SYNDICATION AGENTS, THE ISSUER, AND EACH OF RECOUPMENT WITH RESPECT TO OR DEFENSES OR COUNTERCLAIMS TO ITS OBLIGATIONS UNDER THE LOAN DOCUMENTS THEIR RESPECTIVE SUCCESSORS AND IN ACCORDANCE THEREWITH IT: (a) WAIVES ANY AND ALL SUCH CLAIMSASSIGNS, OFFSETS, RIGHTS OF RECOUPMENT, DEFENSES OR COUNTERCLAIMS, WHETHER KNOWN OR UNKNOWN, ARISING PRIOR TO THE DATE HEREOF; AND (b) RELEASES AND DISCHARGES THE LENDER, ITS AFFILIATES AND ITS AND THEIR OFFICERS, DIRECTORS, EMPLOYEES, REPRESENTATIVES, TRUSTEES, ATTORNEYS, AGENTS, SHAREHOLDERS ADVISORS (INCLUDING ATTORNEYS, ACCOUNTANTS AND ATTORNEYS EXPERTS) AND AFFILIATES (COLLECTIVELY THE “RELEASED PARTIES” AND INDIVIDUALLY A “RELEASED PARTY”) FROM ANY AND ALL OBLIGATIONSACTIONS, INDEBTEDNESSCLAIMS, DEMANDS, CAUSES OF ACTION, JUDGMENTS, EXECUTIONS, SUITS, DEBTS, LIABILITIES, CLAIMSCOSTS, RIGHTSDAMAGES, CAUSES EXPENSES OR OTHER OBLIGATIONS OF ACTION OR DEMANDS ANY KIND AND NATURE WHATSOEVER, WHETHER KNOWN OR UNKNOWN, SUSPECTED DIRECT AND/OR UNSUSPECTEDINDIRECT, AT LAW OR IN EQUITY, WHETHER NOW EXISTING OR HEREAFTER ASSERTED (INCLUDING, WITHOUT LIMITATION, ANY OFFSETS, REDUCTIONS, REBATEMENT, CLAIMS OF USURY OR CLAIMS WITH RESPECT TO THE NEGLIGENCE OF ANY RELEASED PARTY), FOR OR BECAUSE OF ANY MATTERS OR THINGS OCCURRING, EXISTING OR ACTIONS DONE, OMITTED TO BE DONE, OR SUFFERED TO BE DONE BY ANY OF THE RELEASED PARTIES, IN LAW EACH CASE, ON OR EQUITY, WHICH THE BORROWER EVER HAD, NOW HAS, CLAIMS TO HAVE OR MAY HAVE AGAINST ANY RELEASED PARTY ARISING PRIOR TO THE FIRST AMENDMENT EFFECTIVE DATE HEREOF AND FROM ARE IN ANY WAY DIRECTLY OR INDIRECTLY ARISING OUT OF OR IN ANY WAY CONNECTED TO ANY OF THIS FIRST AMENDMENT, THE CREDIT AGREEMENT, ANY OTHER LOAN DOCUMENT OR ANY OF THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY (COLLECTIVELY, THE “RELEASED MATTERS”). THE CERDIT PARTIES, BY EXECUTION HEREOF, EACH HEREBY ACKNOWLEDGES AND AGREES THAT THE AGREEMENTS IN THIS SECTION 7 ARE INTENDED TO COVER AND BE IN FULL SATISFACTION FOR ALL OR ANY ALLEGED INJURIES OR DAMAGES ARISING IN CONNECTION WITH THE LOAN DOCUMENTS OR THE TRANSACTIONS CONTEMPLATED THEREBYRELEASED MATTERS.

Waiver and Release. TO INDUCE THE LENDER ADMINISTRATIVE AGENT, THE LENDERS AND THE HOLDERS TO AGREE TO THE TERMS OF THIS AMENDMENT, EACH CREDIT OBLIGOR REPRESENTS THE PARENT, THE BORROWER AND WARRANTS THAT ITS AFFILIATES (COLLECTIVELY, THE “RELEASING PARTIES”) REPRESENT AND WARRANT THAT, AS OF THE DATE HEREOF HEREOF, THERE ARE NO CLAIMS OR OFFSETS AGAINST AGAINST, OR RIGHTS OF RECOUPMENT WITH RESPECT TO TO, OR DISPUTES OF, OR DEFENSES OR COUNTERCLAIMS TO ITS TO, THEIR OBLIGATIONS UNDER THE LOAN DOCUMENTS DOCUMENTS, AND IN ACCORDANCE THEREWITH ITTHE RELEASING PARIES: (a) WAIVES WAIVE ANY AND ALL SUCH CLAIMS, OFFSETS, RIGHTS OF RECOUPMENT, DISPUTES, DEFENSES OR AND COUNTERCLAIMS, WHETHER KNOWN OR UNKNOWN, ARISING PRIOR TO THE DATE HEREOF; AND. (b) RELEASES FOREVER RELEASE, RELIEVE, AND DISCHARGES DISCHARGE THE LENDERADMINISTRATIVE AGENT, ITS THE LENDERS, EACH HOLDER, THEIR AFFILIATES AND ITS AND THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEESSHAREHOLDERS, MEMBERS, PARTNERS, PREDECESSORS, SUCCESSORS, ASSIGNS, ATTORNEYS, ACCOUNTANTS, AGENTS, SHAREHOLDERS EMPLOYEES, AND ATTORNEYS REPRESENTATIVES (COLLECTIVELY COLLECTIVELY, THE “RELEASED PARTIES”) ), AND EACH OF THEM, FROM ANY AND ALL OBLIGATIONS, INDEBTEDNESSCLAIMS, LIABILITIES, CLAIMS, RIGHTSDEMANDS, CAUSES OF ACTION ACTION, DEBTS, OBLIGATIONS, PROMISES, ACTS, AGREEMENTS, AND DAMAGES, OF WHATEVER KIND OR DEMANDS WHATSOEVERNATURE, WHETHER KNOWN OR UNKNOWN, SUSPECTED OR UNSUSPECTED, IN CONTINGENT OR FIXED, LIQUIDATED OR UNLIQUIDATED, MATURED OR UNMATURED, WHETHER AT LAW OR IN EQUITY, WHICH THE BORROWER RELEASING PARTIES EVER HAD, NOW HASHAVE, CLAIMS OR MAY, SHALL, OR CAN HEREAFTER HAVE, DIRECTLY OR INDIRECTLY ARISING OUT OF OR IN ANY WAY BASED UPON, CONNECTED WITH, OR RELATED TO HAVE MATTERS, THINGS, ACTS, CONDUCT, AND/OR MAY HAVE AGAINST OMISSIONS AT ANY RELEASED PARTY ARISING PRIOR TO TIME FROM THE BEGINNING OF THE WORLD THROUGH AND INCLUDING THE DATE HEREOF HEREOF, INCLUDING WITHOUT LIMITATION ANY AND FROM ALL CLAIMS AGAINST THE RELEASED PARTIES ARISING UNDER OR IN CONNECTION WITH RELATED TO ANY OF THE LOAN DOCUMENTS OR ANY OF THE TRANSACTIONS CONTEMPLATED THEREBY. (c) IN CONNECTION WITH THE RELEASE CONTAINED HEREIN, ACKNOWLEDGE THAT THEY ARE AWARE THAT THEY MAY HEREAFTER DISCOVER CLAIMS PRESENTLY UNKNOWN OR UNSUSPECTED, OR FACTS IN ADDITION TO OR DIFFERENT FROM THOSE WHICH THEY KNOW OR BELIEVE TO BE TRUE, WITH RESPECT TO THE MATTERS RELEASED HEREIN. NEVERTHELESS, IT IS THE INTENTION OF THE RELEASING PARTIES, THROUGH THIS AMENDMENT AND WITH ADVICE OF COUNSEL, FULLY, FINALLY, AND FOREVER TO RELEASE ALL SUCH MATTERS, AND ALL CLAIMS RELATED THERETO, WHICH DO NOW EXIST, OR HERETOFORE HAVE EXISTED. IN FURTHERANCE OF SUCH INTENTION, THE RELEASES HEREIN GIVEN SHALL BE AND REMAIN IN EFFECT AS A FULL AND COMPLETE RELEASE OR WITHDRAWAL OF SUCH MATTERS NOTWITHSTANDING THE DISCOVERY OR EXISTENCE OF ANY SUCH ADDITIONAL OR DIFFERENT CLAIMS OR FACTS RELATED THERETO. (d) COVENANT AND AGREE NOT TO BRING ANY CLAIM, ACTION, SUIT, OR PROCEEDING AGAINST THE RELEASED PARTIES, DIRECTLY OR INDIRECTLY, REGARDING OR RELATED IN ANY MANNER TO THE MATTERS RELEASED HEREBY, AND FURTHER COVENANT AND AGREE THAT THIS AMENDMENT IS A BAR TO ANY SUCH CLAIM, ACTION, SUIT, OR PROCEEDING. (e) REPRESENT AND WARRANT TO THE RELEASED PARTIES THAT THEY HAVE NOT HERETOFORE ASSIGNED OR TRANSFERRED, OR PURPORTED TO ASSIGN OR TRANSFER, TO ANY PERSON OR ENTITY ANY CLAIMS OR OTHER MATTERS HEREIN RELEASED. (f) ACKNOWLEDGE THAT THEY HAVE HAD THE BENEFIT OF INDEPENDENT LEGAL ADVICE WITH RESPECT TO THE ADVISABILITY OF ENTERING INTO THIS RELEASE AND HEREBY KNOWINGLY, AND UPON SUCH ADVICE OF COUNSEL, WAIVE ANY AND ALL APPLICABLE RIGHTS AND BENEFITS UNDER, AND PROTECTIONS OF, CALIFORNIA CIVIL CODE SECTION 1542, AND ANY AND ALL STATUTES AND DOCTRINES OF SIMILAR EFFECT. CALIFORNIA CIVIL CODE SECTION 1542 PROVIDES AS FOLLOWS:

Waiver and Release. TO INDUCE THE LENDER TO AGREE TO THE TERMS OF THIS AMENDMENT, EACH CREDIT OBLIGOR REPRESENTS THE BORROWER AND WARRANTS THE GUARANTORS (FOR THEMSELVES AND THEIR AFFILIATES) (COLLECTIVELY, THE “RELEASING PARTIES”) REPRESENT AND WARRANT THAT AS OF THE DATE HEREOF THERE ARE NO CLAIMS OR OFFSETS AGAINST OR RIGHTS OF RECOUPMENT WITH RESPECT TO OR DEFENSES OR COUNTERCLAIMS TO ITS THEIR OBLIGATIONS UNDER THE LOAN DOCUMENTS AND IN ACCORDANCE THEREWITH ITTHEY: (a) WAIVES WAIVE ANY AND ALL SUCH CLAIMS, OFFSETS, RIGHTS OF RECOUPMENT, DEFENSES OR COUNTERCLAIMS, WHETHER KNOWN OR UNKNOWN, ARISING PRIOR TO THE DATE HEREOF; AND (b) RELEASES FOREVER RELEASE, RELIEVE AND DISCHARGES DISCHARGE THE LENDER, ITS AFFILIATES AND ITS AND THEIR OFFICERS, DIRECTORS, EMPLOYEESSHAREHOLDERS, MEMBERS, PARTNERS, PREDECESSORS, SUCCESSORS, ASSIGNS, ATTORNEYS, ACCOUNTANTS, AGENTS, SHAREHOLDERS EMPLOYEES AND ATTORNEYS REPRESENTATIVES (COLLECTIVELY COLLECTIVELY, THE “RELEASED PARTIES”) ), AND EACH OF THEM, FROM ANY AND ALL OBLIGATIONS, INDEBTEDNESSCLAIMS, LIABILITIES, CLAIMS, RIGHTSDEMANDS, CAUSES OF ACTION ACTION, DEBTS, OBLIGATIONS, PROMISES, ACTS, AGREEMENTS AND DAMAGES, OF WHATEVER KIND OR DEMANDS WHATSOEVERNATURE, WHETHER KNOWN OR UNKNOWN, SUSPECTED OR UNSUSPECTED, IN CONTINGENT OR FIXED, LIQUIDATED OR UNLIQUIDATED, MATURED OR UNMATURED, WHETHER AT LAW OR IN EQUITY, WHICH THE BORROWER RELEASING PARTIES EVER HAD, NOW HASHAVE, CLAIMS OR MAY, SHALL, OR CAN HEREAFTER HAVE, DIRECTLY OR INDIRECTLY ARISING OUT OF OR IN ANY WAY BASED UPON, CONNECTED WITH, OR RELATED TO HAVE MATTERS, THINGS, ACTS, CONDUCT, AND/OR MAY HAVE AGAINST OMISSIONS AT ANY RELEASED PARTY ARISING PRIOR TO TIME FROM THE BEGINNING OF THE WORLD THROUGH AND INCLUDING THE DATE HEREOF HEREOF, INCLUDING WITHOUT LIMITATION ANY AND FROM ALL CLAIMS AGAINST THE RELEASED PARTIES ARISING UNDER OR IN CONNECTION WITH RELATED TO THE LOAN DOCUMENTS OR THE TRANSACTIONS CONTEMPLATED THEREBY. (c) IN CONNECTION WITH THE RELEASE CONTAINED HEREIN, THE RELEASING PARTIES ACKNOWLEDGE THAT THEY ARE AWARE THAT THEY MAY HEREAFTER DISCOVER CLAIMS PRESENTLY UNKNOWN OR UNSUSPECTED, OR FACTS IN ADDITION TO OR DIFFERENT FROM THOSE WHICH THEY KNOW OR BELIEVE TO BE TRUE, WITH RESPECT TO THE MATTERS RELEASED HEREIN. NEVERTHELESS, IT IS THE INTENTION OF THE RELEASING PARTIES, THROUGH THIS AGREEMENT AND WITH ADVICE OF COUNSEL, FULLY, FINALLY AND FOREVER TO RELEASE ALL SUCH MATTERS, AND ALL CLAIMS RELATED THERETO, WHICH DO NOW EXIST, OR HERETOFORE HAVE EXISTED. IN FURTHERANCE OF SUCH INTENTION, THE RELEASES HEREIN GIVEN SHALL BE AND REMAIN IN EFFECT AS A FULL AND COMPLETE RELEASE OR WITHDRAWAL OF SUCH MATTERS NOTWITHSTANDING THE DISCOVERY OR EXISTENCE OF ANY SUCH ADDITIONAL OR DIFFERENT CLAIMS OR FACTS RELATED THERETO. (d) THE RELEASING PARTIES COVENANT AND AGREE NOT TO BRING ANY CLAIM, ACTION, SUIT, OR PROCEEDING AGAINST THE RELEASED PARTIES, DIRECTLY OR INDIRECTLY, REGARDING OR RELATED IN ANY MANNER TO THE MATTERS RELEASED HEREBY, AND FURTHER COVENANT AND AGREE THAT THIS AGREEMENT IS A BAR TO ANY SUCH CLAIM, ACTION, SUIT OR PROCEEDING. (e) THE RELEASING PARTIES REPRESENT AND WARRANT TO THE RELEASED PARTIES THAT THEY HAVE NOT HERETOFORE ASSIGNED OR TRANSFERRED, OR PURPORTED TO ASSIGN OR TRANSFER, TO ANY PERSON OR ENTITY ANY CLAIMS OR OTHER MATTERS HEREIN RELEASED.

Waiver and Release. TO INDUCE IN CONNECTION WITH THE LENDER TO AGREE TO THE TERMS OF TRANSACTIONS CONTEMPLATED BY THIS AMENDMENTAGREEMENT, EACH CREDIT OBLIGOR REPRESENTS AND WARRANTS THAT OF THE SELLERS, EFFECTIVE AS OF THE DATE HEREOF THERE ARE NO CLAIMS OR OFFSETS AGAINST OR RIGHTS CONSUMMATION OF RECOUPMENT WITH RESPECT TO OR DEFENSES OR COUNTERCLAIMS TO ITS OBLIGATIONS UNDER THE LOAN DOCUMENTS AND IN ACCORDANCE THEREWITH IT: (a) WAIVES ANY AND ALL SUCH CLAIMSCLOSING, OFFSETSDOES HEREBY, RIGHTS ON BEHALF OF RECOUPMENT, DEFENSES OR COUNTERCLAIMS, WHETHER KNOWN OR UNKNOWN, ARISING PRIOR TO THE DATE HEREOF; AND (b) RELEASES AND DISCHARGES THE LENDER, ITS AFFILIATES ITSELF AND ITS AFFILIATES, BENEFICIARIES, SUCCESSORS AND THEIR ASSIGNS, ABSOLUTELY, UNCONDITIONALLY AND IRREVOCABLY FOREVER RELEASE AND DISCHARGE THE COMPANY AND ITS EMPLOYEES, OFFICERS, DIRECTORS, EMPLOYEESSTOCKHOLDERS, AGENTSAFFILIATES, SHAREHOLDERS AND ATTORNEYS AGENTS (COLLECTIVELY THE EACH, A “RELEASED PARTIESPARTY”) FROM AND AGAINST ALL RELEASED CLAIMS. “RELEASED CLAIMS” MEANS ANY AND ALL OBLIGATIONSCLAIMS, INDEBTEDNESSDEMANDS, DAMAGES, DEBTS, LIABILITIES, CLAIMSOBLIGATIONS, RIGHTSCOSTS, EXPENSES (INCLUDING ATTORNEYS’ FEES AND ACCOUNTANTS’ FEES AND EXPENSES), ACTIONS AND CAUSES OF ACTION OR DEMANDS WHATSOEVERACTIONS OF ANY NATURE, WHETHER NOW KNOWN OR UNKNOWN, SUSPECTED OR UNSUSPECTED, IN LAW OR EQUITY, WHICH THE BORROWER EVER HAD, THAT SUCH SELLER NOW HAS, CLAIMS TO HAVE OR AT ANY TIME PREVIOUSLY HAD, OR SHALL OR MAY HAVE AGAINST IN THE FUTURE, ARISING BY VIRTUE OF OR IN ANY MATTER RELATED TO ANY ACTIONS OR INACTION WITH RESPECT TO THE COMPANY, ANY OF ITS SUBSIDIARIES, OR ANY OF THEIR AFFAIRS ON OR BEFORE THE CLOSING; PROVIDED, HOWEVER, THAT RELEASED PARTY ARISING CLAIMS SHALL NOT INCLUDE (I) TO THE EXTENT ANY SELLER IS AN EMPLOYEE OF THE COMPANY, EXPENSES INCURRED BY SUCH SELLER FOR WHICH SUCH SELLER IS ENTITLED TO REIMBURSEMENT PURSUANT TO THE POLICIES AND GUIDELINES OF THE COMPANY IN EFFECT AS OF THE CLOSING BUT ONLY TO THE EXTENT SUCH AMOUNT OF REIMBURSEMENT IS INCLUDED IN THE ACTUAL WORKING CAPITAL, (II) TO THE EXTENT ANY SELLER IS AN EMPLOYEE OF THE COMPANY, ANY BENEFITS ACCRUED IN THE ORDINARY COURSE OF BUSINESS CONSISTENT WITH PAST PRACTICES THAT ARE UNPAID AS OF THE CLOSING BUT ONLY TO THE EXTENT THE AMOUNT OF SUCH BENEFITS IS INCLUDED IN THE ACTUAL WORKING CAPITAL, (III) ANY WAGES OR OTHER COMPENSATION DUE TO ANY SELLER AS AN EMPLOYEE OF THE COMPANY IN THE ORDINARY COURSE OF BUSINESS CONSISTENT WITH PAST PRACTICES, WHICH HAVE BEEN EARNED BUT NOT PAID BETWEEN (X) THE DATE OF THE LAST PAYROLL PRIOR TO THE DATE HEREOF CLOSING AND (Y) THE CLOSING, BUT, IN THE CASE OF CLAUSES (X) AND (Y), ONLY TO THE EXTENT SUCH WAGES OR OTHER COMPENSATION ARE INCLUDED IN THE ACTUAL WORKING CAPITAL, (VI) TO THE EXTENT ANY SELLER IS AN OFFICER OR DIRECTOR OF THE COMPANY, OR A TRUSTEE OF ANY COMPANY BENEFIT PLAN, ANY CLAIMS FOR INDEMNIFICATION BY THE COMPANY WHICH SUCH SELLER WOULD BE ENTITLED TO MAKE PURSUANT TO THE COMPANY’S CHARTER, BYLAWS OR OTHER GOVERNING DOCUMENTS AND APPLICABLE LAW, OR WHICH WOULD BE COVERED BY ANY DIRECTORS’ AND OFFICERS’ LIABILITY INSURANCE POLICY, IN EACH CASE ARISING OUT OF SUCH SELLER’S CAPACITY AS AN OFFICER, DIRECTOR OR TRUSTEE OF THE COMPANY, OR (VII) ANY RIGHT OF ANY SELLER CONTAINED IN OR BY VIRTUE OF THIS AGREEMENT, ANY ANCILLARY AGREEMENT, THE ESCROW AGREEMENT CONTEMPLATED BY SECTION 5.2(b), THE REGISTRATION RIGHTS AGREEMENT CONTEMPLATED BY SECTION 5.2(h) OR THE FROST EMPLOYMENT AGREEMENT CONTEMPLATED BY SECTION 5.2(i). THE RELEASE CONTAINED IN THIS SECTION 8.16 SHALL BE EFFECTIVE AS A FULL AND FINAL ACCORD, SATISFACTION AND GENERAL RELEASE OF AND FROM ALL RELEASED CLAIMS. EACH SELLER HEREBY REPRESENTS THAT SUCH SELLER HAS NOT VOLUNTARILY OR INVOLUNTARILY ASSIGNED OR TRANSFERRED TO ANY PERSON ANY RELEASED CLAIMS AND THAT NO PERSON OTHER THAN SUCH SELLER HAS ANY INTEREST IN CONNECTION WITH THE LOAN DOCUMENTS ANY RELEASED CLAIM, WHETHER BY LAW, CONTRACT OR THE TRANSACTIONS CONTEMPLATED THEREBYOTHERWISE.

Waiver and Release. TO INDUCE THE LENDER ADMINISTRATIVE AGENT AND THE LENDERS TO AGREE TO THE TERMS OF THIS AMENDMENT, EACH CREDIT OBLIGOR REPRESENTS BORROWER AND WARRANTS THAT ITS AFFILIATES (COLLECTIVELY, THE “RELEASING PARTIES”) REPRESENT AND WARRANT THAT, AS OF THE DATE HEREOF HEREOF, THERE ARE NO CLAIMS OR OFFSETS AGAINST AGAINST, OR RIGHTS OF RECOUPMENT WITH RESPECT TO TO, OR DISPUTES OF, OR DEFENSES OR COUNTERCLAIMS TO ITS TO, THEIR OBLIGATIONS UNDER THE LOAN DOCUMENTS DOCUMENTS, AND IN ACCORDANCE THEREWITH ITTHEY: (a) WAIVES WAIVE ANY AND ALL SUCH CLAIMS, OFFSETS, RIGHTS OF RECOUPMENT, DISPUTES, DEFENSES OR AND COUNTERCLAIMS, WHETHER KNOWN OR UNKNOWN, ARISING PRIOR TO THE DATE HEREOF; AND (b) RELEASES FOREVER RELEASE, RELIEVE, AND DISCHARGES DISCHARGE THE LENDER, ITS AFFILIATES ADMINISTRATIVE AGENT AND ITS EACH LENDER AND EACH OF THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEESSHAREHOLDERS, MEMBERS, PARTNERS, PREDECESSORS, SUCCESSORS, ASSIGNS, ATTORNEYS, ACCOUNTANTS, AGENTS, SHAREHOLDERS EMPLOYEES, AND ATTORNEYS REPRESENTATIVES (COLLECTIVELY COLLECTIVELY, THE “RELEASED PARTIES”) ), AND EACH OF THEM FROM ANY AND ALL OBLIGATIONS, INDEBTEDNESSCLAIMS, LIABILITIES, CLAIMS, RIGHTSDEMANDS, CAUSES OF ACTION ACTION, DEBTS, OBLIGATIONS, PROMISES, ACTS, AGREEMENTS, AND DAMAGES, OF WHATEVER KIND OR DEMANDS WHATSOEVERNATURE, WHETHER KNOWN OR UNKNOWN, SUSPECTED OR UNSUSPECTED, IN CONTINGENT OR FIXED, LIQUIDATED OR UNLIQUIDATED, MATURED OR UNMATURED, WHETHER AT LAW OR IN EQUITY, WHICH THE BORROWER RELEASING PARTIES EVER HAD, NOW HASHAVE, CLAIMS OR MAY, SHALL, OR CAN HEREAFTER HAVE, DIRECTLY OR INDIRECTLY ARISING OUT OF OR IN ANY WAY BASED UPON, CONNECTED WITH, OR RELATED TO HAVE MATTERS, THINGS, ACTS, CONDUCT, AND/OR MAY HAVE AGAINST OMISSIONS AT ANY RELEASED PARTY ARISING PRIOR TO TIME FROM THE BEGINNING OF THE WORLD THROUGH AND INCLUDING THE DATE HEREOF HEREOF, INCLUDING WITHOUT LIMITATION ANY AND FROM ALL CLAIMS AGAINST THE RELEASED PARTIES ARISING UNDER OR IN CONNECTION WITH RELATED TO ANY OF THE LOAN DOCUMENTS OR ANY OF THE TRANSACTIONS CONTEMPLATED THEREBY. (c) IN CONNECTION WITH THE RELEASE CONTAINED HEREIN, THE RELEASING PARTIES ACKNOWLEDGE THAT THEY ARE AWARE THAT THEY MAY HEREAFTER DISCOVER CLAIMS PRESENTLY UNKNOWN OR UNSUSPECTED, OR FACTS IN ADDITION TO OR DIFFERENT FROM THOSE WHICH THEY KNOW OR BELIEVE TO BE TRUE, WITH RESPECT TO THE MATTERS RELEASED HEREIN. NEVERTHELESS, IT IS THE INTENTION OF THE RELEASING PARTIES, THROUGH THIS AMENDMENT AND WITH ADVICE OF COUNSEL, FULLY, FINALLY, AND FOREVER TO RELEASE ALL SUCH MATTERS, AND ALL CLAIMS RELATED THERETO, WHICH DO NOW EXIST, OR HERETOFORE HAVE EXISTED. IN FURTHERANCE OF SUCH INTENTION, THE RELEASES HEREIN GIVEN SHALL BE AND REMAIN IN EFFECT AS A FULL AND COMPLETE RELEASE OF SUCH MATTERS NOTWITHSTANDING THE DISCOVERY OR EXISTENCE OF ANY SUCH ADDITIONAL OR DIFFERENT CLAIMS OR FACTS RELATED THERETO. (d) THE RELEASING PARTIES COVENANT AND AGREE NOT TO BRING ANY CLAIM, ACTION, SUIT, OR PROCEEDING AGAINST THE RELEASED PARTIES, DIRECTLY OR INDIRECTLY, REGARDING OR RELATED IN ANY MANNER TO THE MATTERS RELEASED HEREBY, AND FURTHER COVENANT AND AGREE THAT THIS AMENDMENT IS A BAR TO ANY SUCH CLAIM, ACTION, SUIT, OR PROCEEDING. (e) THE RELEASING PARTIES REPRESENT AND WARRANT TO THE RELEASED PARTIES THAT THEY HAVE NOT HERETOFORE ASSIGNED OR TRANSFERRED, OR PURPORTED TO ASSIGN OR TRANSFER, TO ANY PERSON OR ENTITY ANY CLAIMS OR OTHER MATTERS HEREIN RELEASED. (f) THE RELEASING PARTIES ACKNOWLEDGE THAT THEY HAVE HAD THE BENEFIT OF INDEPENDENT LEGAL ADVICE WITH RESPECT TO THE ADVISABILITY OF ENTERING INTO THIS RELEASE AND HEREBY KNOWINGLY, AND UPON SUCH ADVICE OF COUNSEL, WAIVE ANY AND ALL APPLICABLE RIGHTS AND BENEFITS UNDER, AND PROTECTIONS OF, CALIFORNIA CIVIL CODE SECTION 1542, AND ANY AND ALL STATUTES AND DOCTRINES OF SIMILAR EFFECT. CALIFORNIA CIVIL CODE SECTION 1542 PROVIDES AS FOLLOWS:

Waiver and Release. TO INDUCE FOR GOOD AND VALUABLE CONSIDERATION, THE LENDER TO AGREE TO THE TERMS RECEIPT AND SUFFICIENCY OF THIS AMENDMENTWHICH ARE HEREBY ACKNOWLEDGED, EACH CREDIT OBLIGOR REPRESENTS PARTY HEREBY, FOR ITSELF AND WARRANTS THAT AS ITS SUCCESSORS AND ASSIGNS, FULLY AND WITHOUT RESERVE, RELEASES AND FOREVER DISCHARGES EACH OF THE DATE HEREOF THERE ARE NO CLAIMS OR OFFSETS AGAINST OR RIGHTS ADMINISTRATIVE AGENT, THE LENDERS, CO-SYNDICATION AGENTS, THE ISSUER, AND EACH OF RECOUPMENT WITH RESPECT TO OR DEFENSES OR COUNTERCLAIMS TO ITS OBLIGATIONS UNDER THE LOAN DOCUMENTS THEIR RESPECTIVE SUCCESSORS AND IN ACCORDANCE THEREWITH IT: (a) WAIVES ANY AND ALL SUCH CLAIMSASSIGNS, OFFSETS, RIGHTS OF RECOUPMENT, DEFENSES OR COUNTERCLAIMS, WHETHER KNOWN OR UNKNOWN, ARISING PRIOR TO THE DATE HEREOF; AND (b) RELEASES AND DISCHARGES THE LENDER, ITS AFFILIATES AND ITS AND THEIR OFFICERS, DIRECTORS, EMPLOYEES, REPRESENTATIVES, TRUSTEES, ATTORNEYS, AGENTS, SHAREHOLDERS ADVISORS (INCLUDING ATTORNEYS, ACCOUNTANTS AND ATTORNEYS EXPERTS) AND AFFILIATES (COLLECTIVELY THE “RELEASED PARTIES” AND INDIVIDUALLY A “RELEASED PARTY”) FROM ANY AND ALL OBLIGATIONSACTIONS, INDEBTEDNESSCLAIMS, DEMANDS, CAUSES OF ACTION, JUDGMENTS, EXECUTIONS, SUITS, DEBTS, LIABILITIES, CLAIMSCOSTS, RIGHTSDAMAGES, CAUSES EXPENSES OR OTHER OBLIGATIONS OF ACTION OR DEMANDS ANY KIND AND NATURE WHATSOEVER, WHETHER KNOWN OR UNKNOWN, SUSPECTED DIRECT AND/OR UNSUSPECTEDINDIRECT, AT LAW OR IN EQUITY, WHETHER NOW EXISTING OR HEREAFTER ASSERTED (INCLUDING, WITHOUT LIMITATION, ANY OFFSETS, REDUCTIONS, REBATEMENT, CLAIMS OF USURY OR CLAIMS WITH RESPECT TO THE NEGLIGENCE OF ANY RELEASED PARTY), FOR OR BECAUSE OF ANY MATTERS OR THINGS OCCURRING, EXISTING OR ACTIONS DONE, OMITTED TO BE DONE, OR SUFFERED TO BE DONE BY ANY OF THE RELEASED PARTIES, IN LAW EACH CASE, ON OR EQUITY, WHICH THE BORROWER EVER HAD, NOW HAS, CLAIMS TO HAVE OR MAY HAVE AGAINST ANY RELEASED PARTY ARISING PRIOR TO THE THIRD AMENDMENT EFFECTIVE DATE HEREOF AND FROM ARE IN ANY WAY DIRECTLY OR INDIRECTLY ARISING OUT OF OR IN ANY WAY CONNECTED TO ANY OF THIS THIRD AMENDMENT, THE CREDIT AGREEMENT, ANY OTHER LOAN DOCUMENT OR ANY OF THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY (COLLECTIVELY, THE “RELEASED MATTERS”). THE CERDIT PARTIES, BY EXECUTION HEREOF, EACH HEREBY ACKNOWLEDGES AND AGREES THAT THE AGREEMENTS IN THIS SECTION 6 ARE INTENDED TO COVER AND BE IN FULL SATISFACTION FOR ALL OR ANY ALLEGED INJURIES OR DAMAGES ARISING IN CONNECTION WITH THE LOAN DOCUMENTS OR THE TRANSACTIONS CONTEMPLATED THEREBYRELEASED MATTERS.

Waiver and Release. TO INDUCE THE LENDER ADMINISTRATIVE AGENT AND THE LENDERS TO AGREE TO THE TERMS OF THIS AMENDMENTAGREEMENT, EACH CREDIT OBLIGOR REPRESENTS LOAN PARTY AND WARRANTS THAT ITS AFFILIATES (COLLECTIVELY, THE “RELEASING PARTIES”) REPRESENT AND WARRANT THAT, AS OF THE DATE HEREOF HEREOF, THERE ARE NO CLAIMS OR OFFSETS AGAINST AGAINST, OR RIGHTS OF RECOUPMENT WITH RESPECT TO TO, OR DISPUTES OF, OR DEFENSES OR COUNTERCLAIMS TO ITS TO, THEIR OBLIGATIONS UNDER THE LOAN DOCUMENTS DOCUMENTS, AND IN ACCORDANCE THEREWITH ITTHEY: (a) WAIVES ▇. ▇▇▇▇▇ ANY AND ALL SUCH CLAIMS, OFFSETS, RIGHTS OF RECOUPMENT, DISPUTES, DEFENSES OR AND COUNTERCLAIMS, WHETHER KNOWN OR UNKNOWN, ARISING PRIOR TO THE DATE HEREOF; AND. (b) RELEASES B. FOREVER RELEASE, RELIEVE AND DISCHARGES DISCHARGE THE ADMINISTRATIVE AGENT, EACH LENDER, ITS AFFILIATES AND ITS AND THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEESSHAREHOLDERS, MEMBERS, PARTNERS, PREDECESSORS, SUCCESSORS, ASSIGNS, ATTORNEYS, ACCOUNTANTS, AGENTS, SHAREHOLDERS EMPLOYEES AND ATTORNEYS REPRESENTATIVES (COLLECTIVELY COLLECTIVELY, THE “RELEASED PARTIES”) ), AND EACH OF THEM, FROM ANY AND ALL OBLIGATIONS, INDEBTEDNESSCLAIMS, LIABILITIES, CLAIMS, RIGHTSDEMANDS, CAUSES OF ACTION ACTION, DEBTS, OBLIGATIONS, PROMISES, ACTS, AGREEMENTS AND DAMAGES, OF WHATEVER KIND OR DEMANDS WHATSOEVERNATURE, WHETHER KNOWN OR UNKNOWN, SUSPECTED OR UNSUSPECTED, IN CONTINGENT OR FIXED, LIQUIDATED OR UNLIQUIDATED, MATURED OR UNMATURED, WHETHER AT LAW OR IN EQUITY, WHICH THE BORROWER RELEASING PARTIES EVER HAD, NOW HASHAVE, CLAIMS OR MAY, SHALL OR CAN HEREAFTER HAVE, DIRECTLY OR INDIRECTLY ARISING OUT OF OR IN ANY WAY BASED UPON, CONNECTED WITH, OR RELATED TO HAVE MATTERS, THINGS, ACTS, CONDUCT AND/OR MAY HAVE AGAINST OMISSIONS AT ANY RELEASED PARTY ARISING PRIOR TO TIME FROM THE BEGINNING OF THE WORLD THROUGH AND INCLUDING THE DATE HEREOF HEREOF, INCLUDING WITHOUT LIMITATION ANY AND FROM ALL CLAIMS AGAINST THE RELEASED PARTIES ARISING UNDER OR IN CONNECTION WITH RELATED TO ANY OF THE LOAN DOCUMENTS OR ANY OF THE TRANSACTIONS CONTEMPLATED THEREBY. C. IN CONNECTION WITH THE RELEASE CONTAINED HEREIN, ACKNOWLEDGE THAT THEY ARE AWARE THAT THEY MAY HEREAFTER DISCOVER CLAIMS PRESENTLY UNKNOWN OR UNSUSPECTED, OR FACTS IN ADDITION TO OR DIFFERENT FROM THOSE WHICH THEY KNOW OR BELIEVE TO BE TRUE, WITH RESPECT TO THE MATTERS RELEASED HEREIN. NEVERTHELESS, IT IS THE INTENTION OF THE RELEASING PARTIES, THROUGH THIS AGREEMENT AND WITH ADVICE OF COUNSEL, FULLY, FINALLY AND FOREVER TO RELEASE ALL SUCH MATTERS, AND ALL CLAIMS RELATED THERETO, WHICH DO NOW EXIST, OR HERETOFORE HAVE EXISTED. IN FURTHERANCE OF SUCH INTENTION, THE RELEASES HEREIN GIVEN SHALL BE AND REMAIN IN EFFECT AS A FULL AND COMPLETE RELEASE OR WITHDRAWAL OF SUCH MATTERS NOTWITHSTANDING THE DISCOVERY OR EXISTENCE OF ANY SUCH ADDITIONAL OR DIFFERENT CLAIMS OR FACTS RELATED THERETO. ▇. ▇▇▇▇▇▇▇▇ AND AGREE NOT TO BRING ANY CLAIM, ACTION, SUIT OR PROCEEDING AGAINST THE RELEASED PARTIES, DIRECTLY OR INDIRECTLY, REGARDING OR RELATED IN ANY MANNER TO THE MATTERS RELEASED HEREBY, AND FURTHER COVENANT AND AGREE THAT THIS AGREEMENT IS A BAR TO ANY SUCH CLAIM, ACTION, SUIT OR PROCEEDING. E. REPRESENT AND WARRANT TO THE RELEASED PARTIES THAT THEY HAVE NOT HERETOFORE ASSIGNED OR TRANSFERRED, OR PURPORTED TO ASSIGN OR TRANSFER, TO ANY PERSON OR ENTITY ANY CLAIMS OR OTHER MATTERS HEREIN RELEASED. ▇. ACKNOWLEDGE THAT THEY HAVE HAD THE BENEFIT OF INDEPENDENT LEGAL ADVICE WITH RESPECT TO THE ADVISABILITY OF ENTERING INTO THIS RELEASE AND HEREBY KNOWINGLY, AND UPON SUCH ADVICE OF COUNSEL, WAIVE ANY AND ALL APPLICABLE RIGHTS AND BENEFITS UNDER, AND PROTECTIONS OF, CALIFORNIA CIVIL CODE SECTION 1542, AND ANY AND ALL STATUTES AND DOCTRINES OF SIMILAR EFFECT. CALIFORNIA CIVIL CODE SECTION 1542 PROVIDES AS FOLLOWS: A general release does not extend to claims that the creditor or releasing party does not know or suspect to exist in his or her favor at the time of executing the release, and that if known by him or her, would have materially affected his or her settlement with the debtor or released party.

Waiver and Release. TO INDUCE OF ALL CLAIMS AND DEFENSES. THE LENDER TO AGREE TO THE TERMS BORROWERS, FOR THEMSELVES AND THEIR RESPECTIVE AFFILIATES, SUCCESSORS, ASSIGNS, SHAREHOLDERS, OFFICERS AND DIRECTORS, HEREBY FOREVER WAIVE, RELINQUISH, DISCHARGE AND RELEASE ALL DEFENSES AND CLAIMS OF THIS AMENDMENT, EACH CREDIT OBLIGOR REPRESENTS AND WARRANTS THAT AS OF THE DATE HEREOF THERE ARE NO CLAIMS EVERY KIND OR OFFSETS AGAINST OR RIGHTS OF RECOUPMENT WITH RESPECT TO OR DEFENSES OR COUNTERCLAIMS TO ITS OBLIGATIONS UNDER THE LOAN DOCUMENTS AND IN ACCORDANCE THEREWITH IT: (a) WAIVES ANY AND ALL SUCH CLAIMS, OFFSETS, RIGHTS OF RECOUPMENT, DEFENSES OR COUNTERCLAIMSNATURE, WHETHER KNOWN EXISTING BY VIRTUE OF STATE, FEDERAL, OR UNKNOWNLOCAL LAW, ARISING PRIOR TO THE DATE HEREOF; AND (b) RELEASES AND DISCHARGES THE BY AGREEMENT OR OTHERWISE, AGAINST LENDER, ITS AFFILIATES AND ITS AND THEIR OFFICERSSUCCESSORS, ASSIGNS, DIRECTORS, EMPLOYEESOFFICERS, SHAREHOLDERS, AGENTS, SHAREHOLDERS EMPLOYEES AND ATTORNEYS (COLLECTIVELY THE “RELEASED PARTIES”) FROM ANY AND ALL OBLIGATIONS, INDEBTEDNESS, LIABILITIES, CLAIMS, RIGHTS, CAUSES OF ACTION OR DEMANDS WHATSOEVERATTORNEYS, WHETHER KNOWN PREVIOUSLY OR UNKNOWNNOW EXISTING OR ARISING OUT OF OR RELATED TO ANY TRANSACTION OR DEALINGS AMONG THE PARTIES, SUSPECTED INCLUDING BUT NOT LIMITED TO THE NEGOTIATION, EXECUTION AND DELIVERY OF THIS AGREEMENT, THE CREDIT DOCUMENTS OR UNSUSPECTED, IN LAW ANY PRIOR AMENEMENT OR EQUITYRESTATEMENT, WHICH THE ANY BORROWER EVER HAD, NOW HAS, CLAIMS TO MAY HAVE OR MAY HAVE AGAINST MADE AT ANY RELEASED PARTY ARISING PRIOR TO TIME UP THROUGH AND INCLUDING THE DATE HEREOF AND FROM OF THIS AGREEMENT, INCLUDING WITHOUT LIMITATION, ANY AFFIRMATIVE DEFENSES, COUNTERCLAIMS, SETOFFS, DEDUCTIONS OR RECOUPMENTS. NOTHING CONTAINED IN CONNECTION WITH THE LOAN DOCUMENTS OR THE TRANSACTIONS CONTEMPLATED THEREBYTHIS AGREEMENT PREVENTS ENFORCEMENT OF THIS RELEASE.

Waiver and Release. TO INDUCE THE LENDER TO AGREE TO THE TERMS OF THIS AMENDMENT, EACH CREDIT OBLIGOR (BY ITS EXECUTION BELOW) REPRESENTS AND WARRANTS THAT AS OF THE DATE HEREOF OF ITS EXECUTION OF THIS AMENDMENT THERE ARE NO CLAIMS OR OFFSETS AGAINST OR RIGHTS OF RECOUPMENT WITH RESPECT TO OR DEFENSES OR COUNTERCLAIMS TO ITS OBLIGATIONS UNDER THE LOAN DOCUMENTS AND IN ACCORDANCE THEREWITH IT: (a) HEREBY WAIVES ANY AND ALL SUCH CLAIMS, OFFSETS, RIGHTS OF RECOUPMENT, DEFENSES OR COUNTERCLAIMS, WHETHER KNOWN OR UNKNOWN, ARISING PRIOR TO THE DATE HEREOFOF ITS EXECUTION OF THIS AMENDMENT; AND 1.1.2 (b) HEREBY RELEASES AND DISCHARGES THE LENDER, ITS AFFILIATES AND ITS AND THEIR OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, SHAREHOLDERS SHAREHOLDERS, AFFILIATES AND ATTORNEYS (COLLECTIVELY THE “"RELEASED PARTIES”) "), FROM ANY AND ALL OBLIGATIONS, INDEBTEDNESS, LIABILITIES, CLAIMS, RIGHTS, CAUSES OF ACTION OR DEMANDS WHATSOEVER, WHETHER KNOWN OR UNKNOWN, SUSPECTED OR UNSUSPECTED, IN LAW OR EQUITY, WHICH THE BORROWER ANY OBLIGOR EVER HAD, NOW HAS, CLAIMS TO HAVE OR MAY HAVE AGAINST ANY RELEASED PARTY ARISING PRIOR TO THE DATE HEREOF AND FROM OR IN CONNECTION WITH THE LOAN DOCUMENTS OR THE TRANSACTIONS CONTEMPLATED THEREBY.

Waiver and Release. EACH OF THE BORROWERS (IN ITS OWN RIGHT AND ON BEHALF OF ITS OFFICERS, EMPLOYEES, ATTORNEYS AND AGENTS) AND EACH OF THE GUARANTORS HEREBY EXPRESSLY AND UNCONDITIONALLY ACKNOWLEDGES AND AGREES THAT IT HAS NO SETOFFS, COUNTERCLAIMS, ADJUSTMENTS, RECOUPMENTS, DEFENSES, CLAIMS, CAUSES OF ACTION, ACTIONS OR DAMAGES OF ANY CHARACTER OR NATURE ARISING OUT OF OR FROM OR RELATED TO INDUCE THE CREDIT AGREEMENT, THE FINANCING ORDER, OR ANY OF THE OTHER LOAN DOCUMENTS, WHETHER CONTINGENT, NONCONTINGENT, LIQUIDATED, UNLIQUIDATED, FIXED, MATURED, UNMATURED, DISPUTED, UNDISPUTED, LEGAL, EQUITABLE, SECURED OR UNSECURED, KNOWN OR UNKNOWN, ACTUAL OR PUNITIVE, FORESEEN OR UNFORESEEN, DIRECT OR INDIRECT, AGAINST THE LENDER, ANY OF ITS AFFILIATES OR ANY OF ITS OFFICERS, DIRECTORS, AGENTS, EMPLOYEES, ATTORNEYS OR REPRESENTATIVES (COLLECTIVELY, THE “LENDER-RELATED PARTIES”) OR ANY GROUNDS OR CAUSE FOR REDUCTION, MODIFICATION, SET ASIDE OR SUBORDINATION OF THE DIP OBLIGATIONS OR ANY LIENS OR SECURITY INTERESTS OF THE LENDER. IN PARTIAL CONSIDERATION FOR THE AGREEMENT OF THE LENDER TO AGREE TO THE TERMS OF ENTER INTO THIS AMENDMENT, EACH CREDIT OBLIGOR REPRESENTS AND WARRANTS THAT AS OF THE DATE HEREOF THERE ARE NO CLAIMS OR OFFSETS AGAINST OR RIGHTS OF RECOUPMENT WITH RESPECT BORROWERS AND THE GUARANTORS HEREBY KNOWINGLY AND UNCONDITIONALLY WAIVES AND FULLY AND FINALLY RELEASES AND FOREVER DISCHARGES THE LENDER-RELATED PARTIES FROM, AND COVENANTS NOT TO OR DEFENSES OR COUNTERCLAIMS TO ITS OBLIGATIONS UNDER SUE THE LOAN DOCUMENTS AND IN ACCORDANCE THEREWITH IT: (a) WAIVES LENDER-RELATED PARTIES FOR, ANY AND ALL SUCH SETOFFS, COUNTERCLAIMS, ADJUSTMENTS, RECOUPMENTS, CLAIMS, OFFSETSCAUSES OF ACTION, RIGHTS ACTIONS, GROUNDS, CAUSES, DAMAGES, COSTS AND EXPENSES OF RECOUPMENTEVERY NATURE AND CHARACTER ARISING OUT OF OR FROM OR RELATED TO THE CREDIT AGREEMENT, DEFENSES THE FINANCING ORDER, OR COUNTERCLAIMSANY OF THE OTHER LOAN DOCUMENTS, WHETHER CONTINGENT, NONCONTINGENT, LIQUIDATED, UNLIQUIDATED, FIXED, MATURED, UNMATURED, DISPUTED, UNDISPUTED, LEGAL, EQUITABLE, SECURED OR UNSECURED, KNOWN OR UNKNOWN, ARISING PRIOR ACTUAL OR PUNITIVE, FORESEEN OR UNFORESEEN, DIRECT OR INDIRECT WHICH ANY OF THE BORROWERS OR GUARANTORS NOW OWNS AND HOLDS, OR HAS AT ANY TIME HERETOFORE OWNED OR HELD, SUCH WAIVER, RELEASE, DISCHARGE AND COVENANT BEING MADE WITH FULL KNOWLEDGE AND UNDERSTANDING OF THE CIRCUMSTANCES AND EFFECTS OF SUCH WAIVER, RELEASE, DISCHARGE AND COVENANT AND AFTER HAVING CONSULTED LEGAL COUNSEL OF ITS OWN CHOOSING WITH RESPECT THERETO. THIS SECTION 7 IS IN ADDITION TO THE DATE HEREOF; AND (b) RELEASES AND DISCHARGES ANY OTHER RELEASE OF ANY OF THE LENDER-RELATED PARTIES BY THE BORROWERS OR GUARANTORS AND SHALL NOT IN ANY WAY LIMIT ANY OTHER RELEASE, ITS AFFILIATES AND ITS AND THEIR OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, SHAREHOLDERS AND ATTORNEYS (COLLECTIVELY COVENANT NOT TO SUE OR WAIVER BY THE “RELEASED BORROWERS OR GUARANTORS IN FAVOR OF ANY OF THE LENDER-RELATED PARTIES”) FROM ANY AND ALL OBLIGATIONS, INDEBTEDNESS, LIABILITIES, CLAIMS, RIGHTS, CAUSES OF ACTION OR DEMANDS WHATSOEVER, WHETHER KNOWN OR UNKNOWN, SUSPECTED OR UNSUSPECTED, IN LAW OR EQUITY, WHICH THE BORROWER EVER HAD, NOW HAS, CLAIMS TO HAVE OR MAY HAVE AGAINST ANY RELEASED PARTY ARISING PRIOR TO THE DATE HEREOF AND FROM OR IN CONNECTION WITH THE LOAN DOCUMENTS OR THE TRANSACTIONS CONTEMPLATED THEREBY.

Waiver and Release. TO INDUCE THE LENDER ADMINISTRATIVE AGENT, ACTING ON BEHALF OF THE LENDERS, TO AGREE TO THE TERMS OF THIS AMENDMENT, EACH CREDIT OBLIGOR THE BORROWER REPRESENTS AND WARRANTS THAT AS OF THE DATE HEREOF THERE ARE NO CLAIMS OR OFFSETS AGAINST OR RIGHTS OF RECOUPMENT WITH RESPECT TO OR DEFENSES OR COUNTERCLAIMS TO ITS OBLIGATIONS UNDER THE LOAN DOCUMENTS AND IN ACCORDANCE THEREWITH IT: (a) WAIVES ANY AND ALL SUCH CLAIMS, OFFSETS, RIGHTS OF RECOUPMENT, DEFENSES OR COUNTERCLAIMS, WHETHER KNOWN OR UNKNOWN, ARISING PRIOR TO THE DATE HEREOF; AND (b) AND RELEASES AND DISCHARGES THE LENDERADMINISTRATIVE AGENT, ITS THE LENDERS, THEIR AFFILIATES AND ITS AND THEIR OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, SHAREHOLDERS AND ATTORNEYS (COLLECTIVELY THE “"RELEASED PARTIES”") FROM ANY AND ALL OBLIGATIONS, INDEBTEDNESS, LIABILITIES, CLAIMS, RIGHTS, CAUSES OF ACTION OR DEMANDS WHATSOEVER, WHETHER KNOWN OR UNKNOWN, SUSPECTED OR UNSUSPECTED, IN LAW OR EQUITY, WHICH THE BORROWER EVER HAD, NOW HAS, CLAIMS TO HAVE OR MAY HAVE AGAINST ANY RELEASED PARTY ARISING PRIOR TO THE DATE HEREOF AND FROM OR IN CONNECTION WITH THE LOAN DOCUMENTS OR THE TRANSACTIONS CONTEMPLATED THEREBY.

Waiver and Release. TO INDUCE THE LENDER ADMINISTRATIVE AGENT AND THE LENDERS TO AGREE TO THE TERMS OF THIS AMENDMENT, EACH CREDIT OBLIGOR REPRESENTS THE BORROWER AND WARRANTS THAT ITS AFFILIATES (COLLECTIVELY, THE “RELEASING PARTIES”) REPRESENT AND WARRANT THAT, AS OF THE DATE HEREOF HEREOF, THERE ARE NO CLAIMS OR OFFSETS AGAINST AGAINST, OR RIGHTS OF RECOUPMENT WITH RESPECT TO TO, OR DISPUTES OF, OR DEFENSES OR COUNTERCLAIMS TO ITS TO, THEIR OBLIGATIONS UNDER THE LOAN DOCUMENTS DOCUMENTS, AND IN ACCORDANCE THEREWITH ITTHE RELEASING PARTIES: (a) WAIVES 1. WAIVE ANY AND ALL SUCH CLAIMS, OFFSETS, RIGHTS OF RECOUPMENT, DISPUTES, DEFENSES OR AND COUNTERCLAIMS, WHETHER KNOWN OR UNKNOWN, ARISING PRIOR TO THE DATE HEREOF; AND. (b) RELEASES 2. FOREVER RELEASE, RELIEVE, AND DISCHARGES DISCHARGE THE LENDERADMINISTRATIVE AGENT, ITS THE LENDERS, THEIR AFFILIATES AND ITS AND THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEESSHAREHOLDERS, MEMBERS, PARTNERS, PREDECESSORS, SUCCESSORS, ASSIGNS, ATTORNEYS, ACCOUNTANTS, AGENTS, SHAREHOLDERS EMPLOYEES, AND ATTORNEYS REPRESENTATIVES (COLLECTIVELY COLLECTIVELY, THE “RELEASED PARTIES”) ), AND EACH OF THEM, FROM ANY AND ALL OBLIGATIONS, INDEBTEDNESSCLAIMS, LIABILITIES, CLAIMS, RIGHTSDEMANDS, CAUSES OF ACTION ACTION, DEBTS, OBLIGATIONS, PROMISES, ACTS, AGREEMENTS, AND DAMAGES, OF WHATEVER KIND OR DEMANDS WHATSOEVERNATURE, WHETHER KNOWN OR UNKNOWN, SUSPECTED OR UNSUSPECTED, IN CONTINGENT OR FIXED, LIQUIDATED OR UNLIQUIDATED, MATURED OR UNMATURED, WHETHER AT LAW OR IN EQUITY, WHICH THE BORROWER RELEASING PARTIES EVER HAD, NOW HASHAVE, CLAIMS OR MAY, SHALL, OR CAN HEREAFTER HAVE, DIRECTLY OR INDIRECTLY ARISING OUT OF OR IN ANY WAY BASED UPON, CONNECTED WITH, OR RELATED TO HAVE MATTERS, THINGS, ACTS, CONDUCT, AND/OR MAY HAVE AGAINST OMISSIONS AT ANY RELEASED PARTY ARISING PRIOR TO TIME FROM THE BEGINNING OF THE WORLD THROUGH AND INCLUDING THE DATE HEREOF HEREOF, INCLUDING WITHOUT LIMITATION ANY AND FROM ALL CLAIMS AGAINST THE RELEASED PARTIES ARISING UNDER OR IN CONNECTION WITH RELATED TO ANY OF THE LOAN DOCUMENTS OR ANY OF THE TRANSACTIONS CONTEMPLATED THEREBY. 3. IN CONNECTION WITH THE RELEASE CONTAINED HEREIN, ACKNOWLEDGE THAT THEY ARE AWARE THAT THEY MAY HEREAFTER DISCOVER CLAIMS PRESENTLY UNKNOWN OR UNSUSPECTED, OR FACTS IN ADDITION TO OR DIFFERENT FROM THOSE WHICH THEY KNOW OR BELIEVE TO BE TRUE, WITH RESPECT TO THE MATTERS RELEASED HEREIN. NEVERTHELESS, IT IS THE INTENTION OF THE RELEASING PARTIES, THROUGH THIS AMENDMENT AND WITH ADVICE OF COUNSEL, FULLY, FINALLY, AND FOREVER TO RELEASE ALL SUCH MATTERS, AND ALL CLAIMS RELATED THERETO, WHICH DO NOW EXIST, OR HERETOFORE HAVE EXISTED. IN FURTHERANCE OF SUCH INTENTION, THE RELEASES HEREIN GIVEN SHALL BE AND REMAIN IN EFFECT AS A FULL AND COMPLETE RELEASE OR WITHDRAWAL OF SUCH MATTERS NOTWITHSTANDING THE DISCOVERY OR EXISTENCE OF ANY SUCH ADDITIONAL OR DIFFERENT CLAIMS OR FACTS RELATED THERETO. 4. COVENANT AND AGREE NOT TO BRING ANY CLAIM, ACTION, SUIT, OR PROCEEDING AGAINST THE RELEASED PARTIES, DIRECTLY OR INDIRECTLY, REGARDING OR RELATED IN ANY MANNER TO THE MATTERS RELEASED HEREBY, AND FURTHER COVENANT AND AGREE THAT THIS AMENDMENT IS A BAR TO ANY SUCH CLAIM, ACTION, SUIT, OR PROCEEDING. 5. REPRESENT AND WARRANT TO THE RELEASED PARTIES THAT THEY HAVE NOT HERETOFORE ASSIGNED OR TRANSFERRED, OR PURPORTED TO ASSIGN OR TRANSFER, TO ANY PERSON OR ENTITY ANY CLAIMS OR OTHER MATTERS HEREIN RELEASED. 6. ACKNOWLEDGE THAT THEY HAVE HAD THE BENEFIT OF INDEPENDENT LEGAL ADVICE WITH RESPECT TO THE ADVISABILITY OF ENTERING INTO THIS RELEASE AND HEREBY KNOWINGLY, AND UPON SUCH ADVICE OF COUNSEL, WAIVE ANY AND ALL APPLICABLE RIGHTS AND BENEFITS UNDER, AND PROTECTIONS OF, CALIFORNIA CIVIL CODE SECTION 1542, AND ANY AND ALL STATUTES AND DOCTRINES OF SIMILAR EFFECT. CALIFORNIA CIVIL CODE SECTION 1542 PROVIDES AS FOLLOWS:

Waiver and Release. TO INDUCE THE LENDER ADMINISTRATIVE AGENT, ACTING ON BEHALF OF THE LENDERS, TO AGREE TO THE TERMS OF THIS AMENDMENT, EACH CREDIT OBLIGOR THE BORROWER REPRESENTS AND WARRANTS THAT AS OF THE DATE HEREOF THERE ARE NO CLAIMS OR OFFSETS AGAINST OR RIGHTS OF RECOUPMENT WITH RESPECT TO OR DEFENSES OR COUNTERCLAIMS TO ITS OBLIGATIONS UNDER THE LOAN DOCUMENTS AND IN ACCORDANCE THEREWITH IT: (a) WAIVES ANY AND ALL SUCH CLAIMS, OFFSETS, RIGHTS OF RECOUPMENT, DEFENSES OR COUNTERCLAIMS, WHETHER KNOWN OR UNKNOWN, ARISING PRIOR TO THE DATE HEREOF; AND (ba) RELEASES AND DISCHARGES THE LENDERADMINISTRATIVE AGENT, ITS THE LENDERS, THEIR AFFILIATES AND ITS AND THEIR OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, SHAREHOLDERS AND ATTORNEYS (COLLECTIVELY THE “"RELEASED PARTIES”") FROM ANY AND ALL OBLIGATIONS, INDEBTEDNESS, LIABILITIES, CLAIMS, RIGHTS, CAUSES OF ACTION OR DEMANDS WHATSOEVER, WHETHER KNOWN OR UNKNOWN, SUSPECTED OR UNSUSPECTED, IN LAW OR EQUITY, WHICH THE BORROWER EVER HAD, NOW HAS, CLAIMS TO HAVE OR OR (b) MAY HAVE AGAINST ANY RELEASED PARTY ARISING PRIOR TO THE DATE HEREOF AND FROM OR IN CONNECTION WITH THE LOAN DOCUMENTS OR THE TRANSACTIONS CONTEMPLATED THEREBY.

Waiver and Release. TO INDUCE THE LENDER TO AGREE TO THE TERMS OF THIS AMENDMENTAS A MATERIAL INDUCEMENT FOR, EACH CREDIT OBLIGOR REPRESENTS AND WARRANTS THAT AS OF THE DATE HEREOF THERE ARE NO CLAIMS OR OFFSETS AGAINST OR RIGHTS OF RECOUPMENT WITH RESPECT TO OR DEFENSES OR COUNTERCLAIMS TO ITS OBLIGATIONS UNDER THE LOAN DOCUMENTS AND IN ACCORDANCE THEREWITH IT: CONSIDERATION OF, THE BANK'S AGREEMENTS HEREIN, THE BORROWER (aFOR ITSELF AND ITS SUCCESSORS, ASSIGNS, EXECUTORS AND ADMINISTRATORS) WAIVES ANY HEREBY WAIVES, RELEASES, REMISES AND ALL SUCH CLAIMS, OFFSETS, RIGHTS OF RECOUPMENT, DEFENSES OR COUNTERCLAIMS, WHETHER KNOWN OR UNKNOWN, ARISING PRIOR TO THE DATE HEREOF; AND (b) RELEASES AND FOREVER DISCHARGES THE LENDERBANK, ITS AFFILIATES AND ITS AND THEIR OFFICERSSHAREHOLDERS, DIRECTORS, EMPLOYEES, AGENTS, SHAREHOLDERS SUCCESSORS, ASSIGNS, HEIRS, EXECUTORS AND ATTORNEYS (COLLECTIVELY THE “RELEASED PARTIES”) ADMINISTRATORS OF AND FROM ANY AND ALL OBLIGATIONS, INDEBTEDNESS, LIABILITIES, CLAIMS, RIGHTSMANNER OF ACTIONS, CAUSES OF ACTION OR ACTION, SUITS, CROSSCLAIMS, COUNTERCLAIMS, DEBTS, DUES, SUMS OF MONEY, ACCOUNTS, BILLS, COVENANTS, CONTRACTS, CONTROVERSIES, AGREEMENTS, PROMISES, VARIANCES, DAMAGES, JUDGMENTS, CLAIMS AND DEMANDS WHATSOEVER, WHETHER KNOWN OR UNKNOWN, SUSPECTED OR UNSUSPECTED, IN LAW OR IN EQUITY, WHICH AGAINST THE BANK, THE BORROWER EVER HAD, NOW HAS, CLAIMS TO HAVE OR THE BORROWER, OR ITS SUCCESSORS, ASSIGNS, EXECUTORS, OR ADMINISTRATORS CAN, SHALL OR MAY HAVE AGAINST FOR, UPON OR BY REASON OF ANY RELEASED PARTY ARISING PRIOR MATTER, CAUSE OR THING WHATSOEVER FROM THE BEGINNING OF THE WORLD TO THE DAY OF THE DATE HEREOF OF THIS AGREEMENT. BORROWER CONFIRMS THAT THE FOREGOING WAIVER AND FROM OR IN CONNECTION WITH THE LOAN DOCUMENTS OR THE TRANSACTIONS CONTEMPLATED THEREBYRELEASE IS AN INFORMED WAIVER AND RELEASE AND IS FREELY GIVEN.

Waiver and Release. TO INDUCE THE LENDER AND THE AGENT TO AGREE TO THE TERMS OF THIS AMENDMENTAGREEMENT, EACH CREDIT OBLIGOR REPRESENTS ▇▇▇▇▇▇▇▇ AND WARRANTS THE GUARANTORS (COLLECTIVELY, THE “RELEASING PARTIES”) REPRESENT AND WARRANT THAT AS OF THE DATE HEREOF THERE ARE NO CLAIMS OR OFFSETS AGAINST OR RIGHTS OF RECOUPMENT WITH RESPECT TO OR DEFENSES OR COUNTERCLAIMS TO ITS THEIR OBLIGATIONS UNDER THE LOAN DOCUMENTS DOCUMENTS, AND IN ACCORDANCE THEREWITH ITTHEY: (a) WAIVES 7.1 WAIVE ANY AND ALL SUCH CLAIMS, OFFSETS, RIGHTS OF RECOUPMENT, DEFENSES OR COUNTERCLAIMS, WHETHER KNOWN OR UNKNOWN, ARISING PRIOR TO THE DATE HEREOF; AND; (b) RELEASES 7.2 FOREVER RELEASE, RELIEVE AND DISCHARGES DISCHARGE THE LENDER, ITS AFFILIATES LENDER AND ITS THE AGENT AND THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEESSHAREHOLDERS, MEMBERS, PARTNERS, PREDECESSORS, SUCCESSORS, ASSIGNS, ATTORNEYS, ACCOUNTANTS, AGENTS, SHAREHOLDERS EMPLOYEES AND ATTORNEYS REPRESENTATIVES (COLLECTIVELY COLLECTIVELY, THE “RELEASED PARTIES”) ), AND EACH OF THEM, FROM ANY AND ALL OBLIGATIONS, INDEBTEDNESSCLAIMS, LIABILITIES, CLAIMS, RIGHTSDEMANDS, CAUSES OF ACTION ACTION, DEBTS, OBLIGATIONS, PROMISES, ACTS, AGREEMENTS AND DAMAGES, OF WHATEVER KIND OR DEMANDS WHATSOEVERNATURE, WHETHER KNOWN OR UNKNOWN, SUSPECTED OR UNSUSPECTED, IN CONTINGENT OR FIXED, LIQUIDATED OR UNLIQUIDATED, MATURED OR UNMATURED, WHETHER AT LAW OR IN EQUITY, WHICH THE BORROWER RELEASING PARTIES EVER HAD, NOW HASHAVE, OR MAY, SHALL OR CAN HEREAFTER HAVE, DIRECTLY OR INDIRECTLY ARISING OUT OF OR IN ANY WAY BASED UPON, CONNECTED WITH, OR RELATED TO MATTERS, THINGS, ACTS, CONDUCT AND/OR OMISSIONS AT ANY TIME FROM THE BEGINNING OF THE WORLD THROUGH AND INCLUDING THE DATE HEREOF, INCLUDING WITHOUT LIMITATION ANY AND ALL CLAIMS TO HAVE AGAINST THE RELEASED PARTIES ARISING UNDER OR MAY HAVE AGAINST ANY RELEASED PARTY ARISING PRIOR RELATED TO THE DATE HEREOF AND FROM OR IN CONNECTION WITH THE LOAN DOCUMENTS DOCUMENTS, TRANSACTIONS OR THE TRANSACTIONS CONTEMPLATED THEREBY. NOTWITHSTANDING ANYTHING TO THE CONTRARY HEREIN, THE RELEASING PARTIES AND THE RELEASED PARTIES HEREBY AGREE THAT THE RELEASE CONTAINED HEREIN DOES NOT INCLUDE A RELEASE OF ANY CLAIM OR OBLIGATION AGAINST THE RELEASED PARTIES ARISING FROM AND AFTER THE DATE HEREOF UNDER THE TERMS OF THIS AGREEMENT AND ANY OTHER LOAN DOCUMENTS WHICH CLAIM OR OBLIGATION DOES NOT ARISE, DIRECTLY OR INDIRECTLY, OUT OF AND IS IN NO WAY BASED UPON MATTERS, THINGS, ACTS, CONDUCT AND/OR OMISSIONS OCCURRING PRIOR TO THE DATE HEREOF; 7.3 IN CONNECTION WITH THE RELEASE CONTAINED HEREIN, ACKNOWLEDGE THAT THEY ARE AWARE THAT THEY MAY HEREAFTER DISCOVER CLAIMS PRESENTLY UNKNOWN OR UNSUSPECTED, OR FACTS IN ADDITION TO OR DIFFERENT FROM THOSE WHICH THEY KNOW OR BELIEVE TO BE TRUE, WITH RESPECT TO THE MATTERS RELEASED HEREIN. NEVERTHELESS, IT IS THE INTENTION OF THE RELEASING PARTIES, THROUGH THIS AGREEMENT AND WITH ADVICE OF COUNSEL, FULLY, FINALLY AND FOREVER TO RELEASE ALL SUCH MATTERS, AND ALL CLAIMS RELATED THERETO, WHICH DO NOW EXIST, OR HERETOFORE HAVE EXISTED. IN FURTHERANCE OF SUCH INTENTION, THE RELEASES HEREIN GIVEN SHALL BE AND REMAIN IN EFFECT AS A FULL AND COMPLETE RELEASE OR WITHDRAWAL OF SUCH MATTERS NOTWITHSTANDING THE DISCOVERY OR EXISTENCE OF ANY SUCH ADDITIONAL OR DIFFERENT CLAIMS OR FACTS RELATED THERETO; 7.4 COVENANT AND AGREE NOT TO BRING ANY CLAIM, ACTION, SUIT OR PROCEEDING AGAINST THE RELEASED PARTIES, DIRECTLY OR INDIRECTLY, REGARDING OR RELATED IN ANY MANNER TO THE MATTERS RELEASED HEREBY, AND FURTHER COVENANT AND AGREE THAT THIS AGREEMENT IS A BAR TO ANY SUCH CLAIM, ACTION, SUIT OR PROCEEDING; AND 7.5 REPRESENT AND WARRANT TO THE RELEASED PARTIES THAT THEY HAVE NOT HERETOFORE ASSIGNED OR TRANSFERRED, OR PURPORTED TO ASSIGN OR TRANSFER, TO ANY PERSON OR ENTITY ANY CLAIMS OR OTHER MATTERS HEREIN RELEASED.

Waiver and Release. TO INDUCE THE LENDER TO AGREE TO THE TERMS OF THIS AMENDMENT, EACH CREDIT OBLIGOR REPRESENTS AND WARRANTS THAT AS IN CONSIDERATION OF THE DATE HEREOF THERE ARE NO CLAIMS OR OFFSETS THIRD AMENDMENT HEREIN AND OTHER GOOD AND VALUABLE CONSIDERATION, THE RECEIPT AND SUFFICIENCY OF WHICH IS HEREBY ACKNOWLEDGED, BORROWER AND EACH GUARANTOR EACH HEREBY WAIVES, REMISES, RELEASES, AND FOREVER DISCHARGES EACH LENDER AND ADMINISTRATIVE AGENT, THEIR PREDECESSORS AND ITS SUCCESSORS, ASSIGNS, AFFILIATES, SHAREHOLDERS, DIRECTORS, OFFICERS, ACCOUNTANTS, ATTORNEYS, EMPLOYEES, AGENTS, REPRESENTATIVES, AND SERVANTS (COLLECTIVELY, THE "RELEASED PARTIES") OF, FROM AND AGAINST OR RIGHTS OF RECOUPMENT WITH RESPECT TO OR DEFENSES OR COUNTERCLAIMS TO ITS OBLIGATIONS UNDER THE LOAN DOCUMENTS AND IN ACCORDANCE THEREWITH IT: (a) WAIVES ANY AND ALL SUCH CLAIMS, OFFSETSACTIONS, RIGHTS CAUSES OF RECOUPMENTACTION, DEFENSES OR COUNTERCLAIMSSUITS, PROCEEDINGS, CONTRACTS, JUDGMENTS, DAMAGES, ACCOUNTS, RECKONINGS, EXECUTIONS, AND LIABILITIES WHATSOEVER OF EVERY NAME AND NATURE, WHETHER KNOWN OR UNKNOWN, ARISING PRIOR TO THE DATE HEREOF; AND (b) RELEASES WHETHER OR NOT WELL FOUNDED IN FACT OR IN LAW, AND DISCHARGES THE LENDERWHETHER IN LAW, ITS AFFILIATES AND ITS AND THEIR OFFICERSAT EQUITY, DIRECTORS, EMPLOYEES, AGENTS, SHAREHOLDERS AND ATTORNEYS (COLLECTIVELY THE “RELEASED PARTIES”) FROM ANY AND ALL OBLIGATIONS, INDEBTEDNESS, LIABILITIES, CLAIMS, RIGHTS, CAUSES OF ACTION OR DEMANDS WHATSOEVER, WHETHER KNOWN OR UNKNOWN, SUSPECTED OR UNSUSPECTED, IN LAW OR EQUITYOTHERWISE, WHICH THE BORROWER UNDERSIGNED EVER HADHAD OR NOW HAS FOR OR BY REASON OF ANY MATTER, NOW HASCAUSE, CLAIMS OR ANYTHING WHATSOEVER TO HAVE THIS DATE RELATING TO OR MAY HAVE AGAINST ARISING OUT OF THE LOANS, OR ANY OF THEM, OR ANY OF THE LOAN DOCUMENTS, INCLUDING WITHOUT LIMITATION ANY ACTUAL OR ALLEGED ACT OR OMISSION OF ANY OF THE RELEASED PARTY ARISING PRIOR PARTIES WITH RESPECT TO THE DATE HEREOF AND FROM LOANS, OR ANY OF THEM, OR ANY OF THE LOAN DOCUMENTS, OR ANY LIENS OR COLLATERAL IN CONNECTION WITH THEREWITH, OR THE ENFORCEMENT OF ANY OF SUCH LENDER'S OR ADMINISTRATIVE AGENT'S RIGHTS OR REMEDIES THEREUNDER. THE TERMS OF THIS WAIVER AND RELEASE SHALL SURVIVE THE TERMINATION OF THIS THIRD AMENDMENT, THE LOANS, OR THE LOAN DOCUMENTS OR AND SHALL REMAIN IN FULL FORCE AND EFFECT AFTER THE TRANSACTIONS CONTEMPLATED THEREBYTERMINATION THEREOF.

Waiver and Release. TO INDUCE THE LENDER TO AGREE TO THE TERMS EACH OF THIS AMENDMENTOBLIGORS (IN ITS OWN RIGHT AND ON BEHALF OF ITS PREDECESSORS, EACH CREDIT OBLIGOR REPRESENTS SUCCESSORS, LEGAL REPRESENTATIVES AND WARRANTS ASSIGNS) HEREBY EXPRESSLY AND UNCONDITIONALLY ACKNOWLEDGES AND AGREES THAT AS OF THE DATE HEREOF THERE ARE IT HAS NO CLAIMS OR OFFSETS AGAINST OR RIGHTS OF RECOUPMENT WITH RESPECT TO OR DEFENSES OR COUNTERCLAIMS TO ITS OBLIGATIONS UNDER THE LOAN DOCUMENTS AND IN ACCORDANCE THEREWITH IT: (a) WAIVES ANY AND ALL SUCH SETOFFS, COUNTERCLAIMS, ADJUSTMENTS, RECOUPMENTS, DEFENSES, CLAIMS, OFFSETSCAUSES OF ACTION, RIGHTS ACTIONS OR DAMAGES OF RECOUPMENT, DEFENSES ANY CHARACTER OR COUNTERCLAIMSNATURE, WHETHER CONTINGENT, NONCONTINGENT, LIQUIDATED, UNLIQUIDATED, FIXED, MATURED, UNMATURED, DISPUTED, UNDISPUTED, LEGAL, EQUITABLE, SECURED OR UNSECURED, KNOWN OR UNKNOWN, ARISING PRIOR TO THE DATE HEREOF; AND (b) RELEASES AND DISCHARGES THE LENDERACTUAL OR PUNITIVE, FORESEEN OR UNFORESEEN, DIRECT, OR INDIRECT, AGAINST ANY CREDIT PARTY, ANY OF ITS AFFILIATES AND OR ANY OF ITS AND THEIR OFFICERS, DIRECTORS, AGENTS, EMPLOYEES, AGENTSATTORNEYS OR REPRESENTATIVES OR ANY OF THEIR RESPECTIVE PREDECESSORS, SHAREHOLDERS AND ATTORNEYS SUCCESSORS OR ASSIGNS (COLLECTIVELY COLLECTIVELY, THE “RELEASED LENDER-RELATED PARTIES”) FROM OR ANY GROUNDS OR CAUSE FOR REDUCTION, MODIFICATION, SET ASIDE OR SUBORDINATION OF THE SECURED OBLIGATIONS OR ANY LIENS OR SECURITY INTERESTS OF THE CREDIT PARTIES. IN PARTIAL CONSIDERATION FOR THE AGREEMENT OF ADMINISTRATIVE AGENT AND LENDER TO ENTER INTO THIS AGREEMENT, EACH OF OBLIGORS HEREBY KNOWINGLY AND UNCONDITIONALLY WAIVES AND FULLY AND FINALLY RELEASES AND FOREVER DISCHARGES THE LENDER-RELATED PARTIES FROM, AND COVENANTS NOT TO S▇▇ THE LENDER-RELATED PARTIES FOR, ANY AND ALL OBLIGATIONSSETOFFS, INDEBTEDNESSCOUNTERCLAIMS, LIABILITIESADJUSTMENTS, RECOUPMENTS, CLAIMS, RIGHTS, CAUSES OF ACTION OR DEMANDS WHATSOEVERACTION, ACTIONS, GROUNDS, CAUSES, DAMAGES, COSTS AND EXPENSES OF EVERY NATURE AND CHARACTER, WHETHER CONTINGENT, NONCONTINGENT, LIQUIDATED, UNLIQUIDATED, FIXED, MATURED, UNMATURED, DISPUTED, UNDISPUTED, LEGAL, EQUITABLE, SECURED OR UNSECURED, KNOWN OR UNKNOWN, SUSPECTED ACTUAL OR UNSUSPECTEDPUNITIVE, IN LAW FORESEEN OR EQUITYUNFORESEEN, DIRECT OR INDIRECT, ARISING OUT OF OR FROM OR RELATED TO ANY OF THE LOAN DOCUMENTS, WHICH ANY OBLIGOR NOW OWNS AND HOLDS, OR HAS AT ANY TIME HERETOFORE OWNED OR HELD, SUCH WAIVER, RELEASE AND DISCHARGE BEING MADE WITH FULL KNOWLEDGE AND UNDERSTANDING OF THE BORROWER EVER HADCIRCUMSTANCES AND EFFECTS OF SUCH WAIVER, NOW HASRELEASE AND DISCHARGE AND AFTER HAVING CONSULTED LEGAL COUNSEL OF ITS OWN CHOOSING WITH RESPECT THERETO. THIS SECTION IS IN ADDITION TO ANY OTHER RELEASE OF ANY OF THE LENDER-RELATED PARTIES BY ANY OF OBLIGORS AND SHALL NOT IN ANY WAY LIMIT ANY OTHER RELEASE, CLAIMS COVENANT NOT TO HAVE S▇▇, OR MAY HAVE AGAINST WAIVER BY ANY RELEASED PARTY ARISING PRIOR TO OF OBLIGORS IN FAVOR OF ANY OF THE DATE HEREOF AND FROM OR IN CONNECTION WITH THE LOAN DOCUMENTS OR THE TRANSACTIONS CONTEMPLATED THEREBYLENDER- RELATED PARTIES.

Waiver and Release. TO INDUCE THE LENDER LENDER, TO AGREE TO THE TERMS OF THIS AMENDMENTWAIVER, EACH CREDIT OBLIGOR REPRESENTS THE BORROWER AND WARRANTS THE GUARANTORS (FOR THEMSELVES AND THEIR AFFILIATES) (COLLECTIVELY, THE “RELEASING PARTIES”) REPRESENT AND WARRANT THAT AS OF THE DATE HEREOF THERE ARE NO CLAIMS OR OFFSETS AGAINST OR RIGHTS OF RECOUPMENT WITH RESPECT TO OR DEFENSES OR COUNTERCLAIMS TO ITS THEIR OBLIGATIONS UNDER THE LOAN DOCUMENTS AND IN ACCORDANCE THEREWITH ITTHEY: (a) WAIVES WAIVE ANY AND ALL SUCH CLAIMS, OFFSETS, RIGHTS OF RECOUPMENT, DEFENSES OR COUNTERCLAIMS, WHETHER KNOWN OR UNKNOWN, ARISING PRIOR TO THE DATE HEREOF; AND; (b) RELEASES FOREVER RELEASE, RELIEVE AND DISCHARGES DISCHARGE THE LENDER, ITS AFFILIATES AND ITS AND THEIR OFFICERS, DIRECTORS, EMPLOYEESSHAREHOLDERS, MEMBERS, PARTNERS, PREDECESSORS, SUCCESSORS, ASSIGNS, ATTORNEYS, ACCOUNTANTS, AGENTS, SHAREHOLDERS EMPLOYEES AND ATTORNEYS REPRESENTATIVES (COLLECTIVELY COLLECTIVELY, THE “RELEASED PARTIES”) ), AND EACH OF THEM, FROM ANY AND ALL OBLIGATIONS, INDEBTEDNESSCLAIMS, LIABILITIES, CLAIMS, RIGHTSDEMANDS, CAUSES OF ACTION ACTION, DEBTS, OBLIGATIONS, PROMISES, ACTS, AGREEMENTS AND DAMAGES, OF WHATEVER KIND OR DEMANDS WHATSOEVERNATURE, WHETHER KNOWN OR UNKNOWN, SUSPECTED OR UNSUSPECTED, IN CONTINGENT OR FIXED, LIQUIDATED OR UNLIQUIDATED, MATURED OR UNMATURED, WHETHER AT LAW OR IN EQUITY, WHICH THE BORROWER RELEASING PARTIES EVER HAD, NOW HASHAVE, CLAIMS OR MAY, SHALL, OR CAN HEREAFTER HAVE, DIRECTLY OR INDIRECTLY ARISING OUT OF OR IN ANY WAY BASED UPON, CONNECTED WITH, OR RELATED TO HAVE MATTERS, THINGS, ACTS, CONDUCT AND/OR MAY HAVE AGAINST OMISSIONS AT ANY RELEASED PARTY ARISING PRIOR TO TIME FROM THE BEGINNING OF THE WORLD THROUGH AND INCLUDING THE DATE HEREOF HEREOF, INCLUDING WITHOUT LIMITATION ANY AND FROM ALL CLAIMS AGAINST THE RELEASED PARTIES ARISING UNDER OR IN CONNECTION WITH RELATED TO THE LOAN DOCUMENTS OR THE TRANSACTIONS CONTEMPLATED THEREBY. NOTWITHSTANDING ANYTHING TO THE CONTRARY HEREIN, THE RELEASING PARTIES AND THE RELEASED PARTIES HEREBY AGREE THAT THE RELEASE CONTAINED HEREIN DOES NOT INCLUDE A RELEASE OF ANY CLAIM OR OBLIGATION AGAINST THE RELEASED PARTIES ARISING AFTER THE DATE HEREOF UNDER THE TERMS OF THE LOAN DOCUMENTS WHICH CLAIM OR OBLIGATION DOES NOT ARISE, DIRECTLY OR INDIRECTLY, OUT OF AND IS IN NO WAY BASED UPON MATTERS, THINGS, ACTS, CONDUCT AND/OR OMISSIONS OCCURRING PRIOR TO THE DATE HEREOF; (c) IN CONNECTION WITH THE RELEASE CONTAINED HEREIN, ACKNOWLEDGE THAT THEY ARE AWARE THAT THEY MAY HEREAFTER DISCOVER CLAIMS PRESENTLY UNKNOWN OR UNSUSPECTED, OR FACTS IN ADDITION TO OR DIFFERENT FROM THOSE WHICH THEY KNOW OR BELIEVE TO BE TRUE, WITH RESPECT TO THE MATTERS RELEASED HEREIN. NEVERTHELESS, IT IS THE INTENTION OF THE RELEASING PARTIES, THROUGH THIS AMENDMENT AND WITH ADVICE OF COUNSEL, FULLY, FINALLY AND FOREVER TO RELEASE ALL SUCH MATTERS, AND ALL CLAIMS RELATED THERETO, WHICH DO NOW EXIST, OR HERETOFORE HAVE EXISTED. IN FURTHERANCE OF SUCH INTENTION, THE RELEASES HEREIN GIVEN SHALL BE AND REMAIN IN EFFECT AS A FULL AND COMPLETE RELEASE OR WITHDRAWAL OF SUCH MATTERS NOTWITHSTANDING THE DISCOVERY OR EXISTENCE OF ANY SUCH ADDITIONAL OR DIFFERENT CLAIMS OR FACTS RELATED THERETO; (d) COVENANT AND AGREE NOT TO BRING ANY CLAIM, ACTION, SUIT OR PROCEEDING AGAINST THE RELEASED PARTIES, DIRECTLY OR INDIRECTLY, REGARDING OR RELATED IN ANY MANNER TO THE MATTERS RELEASED HEREBY, AND FURTHER COVENANT AND AGREE THAT THIS AGREEMENT IS A BAR TO ANY SUCH CLAIM, ACTION, SUIT OR PROCEEDING; AND (e) REPRESENT AND WARRANT TO THE RELEASED PARTIES THAT THEY HAVE NOT HERETOFORE ASSIGNED OR TRANSFERRED, OR PURPORTED TO ASSIGN OR TRANSFER, TO ANY PERSON OR ENTITY ANY CLAIMS OR OTHER MATTERS HEREIN RELEASED.

Waiver and Release. TO INDUCE EFFECTIVE AS OF THE LENDER TO DATE OF THE EXECUTION AND DELIVERY OF THIS AGREEMENT, THE LOAN PARTIES, JOINTLY AND SEVERALLY, AGREE TO RELEASE AND HEREBY DO RELEASE AND DISCHARGE, THE TERMS ADMINISTRATIVE AGENT AND EACH LENDER, THEIR RESPECTIVE SHAREHOLDERS, AGENTS, SERVANTS, EMPLOYEES, DIRECTORS, OFFICERS, ATTORNEYS, AFFILIATES, SUBSIDIARIES, PREDECESSORS, SUCCESSORS AND ASSIGNS AND ALL PERSONS, FIRMS, CORPORATIONS, AND ORGANIZATIONS ACTING ON THEIR BEHALF (EACH A “LENDER PARTY”) OF THIS AMENDMENTAND FROM ALL DAMAGES, EACH CREDIT OBLIGOR REPRESENTS LOSSES, CLAIMS, DEMANDS, LIABILITIES, OBLIGATIONS, ACTIONS AND WARRANTS CAUSES OF ACTION WHATSOEVER THAT ANY LOAN PARTY HAS OR CLAIMS TO HAVE AGAINST ANY LENDER PARTY AS OF THE DATE HEREOF THERE ARE NO CLAIMS OR OFFSETS AGAINST OR RIGHTS OF RECOUPMENT WITH RESPECT TO OR DEFENSES OR COUNTERCLAIMS TO ITS OBLIGATIONS UNDER THE LOAN DOCUMENTS AND IN ACCORDANCE THEREWITH IT: (a) WAIVES ANY AND ALL SUCH CLAIMS, OFFSETS, RIGHTS OF RECOUPMENT, DEFENSES OR COUNTERCLAIMS, WHETHER KNOWN OR UNKNOWNUNKNOWN AT THE TIME OF THIS RELEASE, AND OF EVERY NATURE AND EXTENT WHATSOEVER ON ACCOUNT OF OR IN ANY WAY, DIRECTLY OR INDIRECTLY, TOUCHING, CONCERNING, ARISING PRIOR TO THE DATE HEREOF; AND (b) RELEASES AND DISCHARGES THE LENDER, ITS AFFILIATES AND ITS AND THEIR OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, SHAREHOLDERS AND ATTORNEYS (COLLECTIVELY THE “RELEASED PARTIES”) FROM ANY AND ALL OBLIGATIONS, INDEBTEDNESS, LIABILITIES, CLAIMS, RIGHTS, CAUSES OUT OF ACTION OR DEMANDS WHATSOEVER, WHETHER KNOWN OR UNKNOWN, SUSPECTED OR UNSUSPECTED, IN LAW OR EQUITY, WHICH THE BORROWER EVER HAD, NOW HAS, CLAIMS TO HAVE OR MAY HAVE AGAINST ANY RELEASED PARTY ARISING PRIOR TO THE DATE HEREOF AND FROM OR IN CONNECTION WITH FOUNDED UPON THE LOAN DOCUMENTS OR THE TRANSACTIONS CONTEMPLATED THEREBYLENDING RELATIONSHIP RESPECTING THE OBLIGATIONS BETWEEN ANY LOAN PARTY AND ANY LENDER PARTY. Likewise, the Loan Parties waive any defense to payment of the Obligations, other than the defense that a mathematical error occurred in calculating the amount owed by the Borrowers to the Administrative Agent and the Lenders under the Loan Documents. The Administrative Agent and the Lenders would not agree to enter into this Agreement but for the provisions set forth in this Section 8. The Loan Parties confirm that they have agreed to the provisions of this Section 8 of their own volition, with full knowledge of the extent and effect of the various releases and waivers granted by this Section 8 and of the importance to the Administrative Agent and the Lenders of these waivers and releases and after having had the opportunity to discuss this matter with counsel of their own choice.

Waiver and Release. TO INDUCE THROUGH THE LENDER TO AGREE TO THE TERMS DATE OF THIS AMENDMENTAGREEMENT, THE BORROWER AND EACH CREDIT OBLIGOR REPRESENTS GUARANTOR HEREBY KNOWINGLY AND WARRANTS THAT AS VOLUNTARILY, FOREVER RELEASES, ACQUITS AND DISCHARGES THE AGENT AND THE LENDERS (BUT NOT ANY OF THE DATE HEREOF THERE ARE NO CLAIMS OR OFFSETS AGAINST OR RIGHTS OF RECOUPMENT WITH RESPECT TO OR DEFENSES OR COUNTERCLAIMS TO ITS OBLIGATIONS UNDER PRIOR LENDERS), THEIR DIRECTORS, OFFICERS, PARTNERS, TRUSTEES, BENEFICIARIES, EMPLOYEES, AGENTS, CONTROLLING PERSONS AND SHAREHOLDERS (COLLECTIVELY, THE LOAN DOCUMENTS AND IN ACCORDANCE THEREWITH IT:"RELEASED PARTIES") (aA) WAIVES FROM AND OF ANY AND ALL SUCH CLAIMS ARISING FROM ACTS OR OMISSIONS OF ANY OF THE RELEASED PARTIES OR THE PRIOR LENDERS, THEIR DIRECTORS, OFFICERS, PARTNERS, TRUSTEES, BENEFICIARIES, EMPLOYEES, AGENTS, CONTROLLING PERSONS AND SHAREHOLDERS (COLLECTIVELY, THE "PRIOR LENDER PARTIES") THAT MAY HAVE OCCURRED PRIOR TO THE CLOSING DATE THAT ANY OF THE RELEASED PARTIES OR ANY OF THE PRIOR LENDER PARTIES (1) IS IN ANY WAY RESPONSIBLE FOR THE PAST, CURRENT OR FUTURE CONDITION OR DETERIORATION OF THE BUSINESS OPERATIONS AND/OR FINANCIAL CONDITION OF THE BORROWER, OR (2) BREACHED ANY AGREEMENT TO LOAN MONEY OR MAKE OTHER FINANCIAL ACCOMMODATIONS AVAILABLE TO THE BORROWER OR TO FUND ANY OPERATIONS OF THE BORROWER AT ANY TIME, AND (B) FROM AND OF ANY AND ALL OTHER CLAIMS, OFFSETSDAMAGES, RIGHTS LOSSES, ACTIONS, COUNTERCLAIMS, SUITS, JUDGMENTS, OBLIGATIONS, LIABILITIES, DEFENSES, AFFIRMATIVE DEFENSES, SETOFFS, AND DEMANDS OF RECOUPMENTANY KIND OR NATURE WHATSOEVER, DEFENSES IN LAW OR COUNTERCLAIMSIN EQUITY, WHETHER PRESENTLY KNOWN OR UNKNOWN, WHICH THE BORROWER OR ANY GUARANTOR MAY HAVE HAD, NOW HAVE, OR WHICH IT CAN, SHALL OR MAY HAVE FOR, UPON, OR BY REASON OF ANY MATTER, COURSE OR THING WHATSOEVER RELATING TO, ARISING OUT OF, BASED UPON, OR IN ANY MANNER CONNECTED WITH, ANY TRANSACTION, EVENT, CIRCUMSTANCE, ACTION, FAILURE TO ACT, OR OCCURRENCE OF ANY SORT OR TYPE, WHETHER KNOWN OR UNKNOWN, WHICH OCCURRED, EXISTED, WAS TAKEN, PERMITTED, BEGUN, OR OTHERWISE RELATED OR CONNECTED TO OR WITH ANY OR ALL OF THE LOANS, THIS AGREEMENT, THE AMENDED CREDIT AGREEMENT, ANY OR ALL OF THE LOAN DOCUMENTS, AND/OR ANY DIRECT OR INDIRECT ACTION OR OMISSION OF ANY OF THE RELEASED PARTIES OR THE PRIOR LENDER PARTIES ARISING FROM ACTS OR OMISSIONS OF THE RELEASED PARTIES OR THE PRIOR LENDER PARTIES THAT MAY HAVE OCCURRED PRIOR TO THE CLOSING DATE. THE BORROWER FURTHER AGREES THAT FROM AND AFTER THE DATE HEREOF, IT WILL NOT ASSERT TO ANY PERSON OR ENTITY THAT ANY DETERIORATION OF THE BUSINESS OPERATIONS OR FINANCIAL CONDITION OF THE BORROWER WAS CAUSED BY ANY BREACH OR WRONGFUL ACT OF ANY OF THE RELEASED PARTIES OR THE PRIOR LENDER PARTIES OCCURRING PRIOR TO THE DATE HEREOF; AND (b) RELEASES AND DISCHARGES THE LENDER. It is the intention of the parties that the foregoing shall be effective as a full and final accord and satisfactory release of each and every matter specifically or generally referred to above. In furtherance of this intention, ITS AFFILIATES AND ITS AND THEIR OFFICERSthe parties acknowledge that each is familiar with Section 1542 of the California Civil Code, DIRECTORSwhich provides as follows: A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, EMPLOYEESwhich if known by him must have materially affected his settlement with the debtor. The parties hereto waive and relinquish any right and benefits which they each may have under said Section 1542. The parties acknowledge that they may hereafter discover facts in addition to or different from those which they now know or believe to be true with respect to the Action or the subject matter of this Agreement, AGENTSbut it is their intention to fully, SHAREHOLDERS AND ATTORNEYS (COLLECTIVELY THE “RELEASED PARTIES”) FROM ANY AND ALL OBLIGATIONSfinally and forever settle and release any and all matters, INDEBTEDNESSdisputes and differences, LIABILITIESknown or unknown, CLAIMSsuspected or unsuspected, RIGHTSwhich do now exist, CAUSES OF ACTION OR DEMANDS WHATSOEVER, WHETHER KNOWN OR UNKNOWN, SUSPECTED OR UNSUSPECTED, IN LAW OR EQUITY, WHICH THE BORROWER EVER HAD, NOW HAS, CLAIMS TO HAVE OR MAY HAVE AGAINST ANY RELEASED PARTY ARISING PRIOR TO THE DATE HEREOF AND FROM OR IN CONNECTION WITH THE LOAN DOCUMENTS OR THE TRANSACTIONS CONTEMPLATED THEREBYmay exist or heretofore have existed between them.

Waiver and Release. TO INDUCE THE LENDER ADMINISTRATIVE AGENT AND THE LENDERS TO AGREE TO THE TERMS OF THIS AMENDMENTAGREEMENT, EACH CREDIT OBLIGOR REPRESENTS THE BORROWER, THE ADDITIONAL DELAYED DRAW BORROWER, THE GUARANTORS AND WARRANTS THEIR AFFILIATES (COLLECTIVELY, THE RELEASING PARTIES”) REPRESENT AND WARRANT THAT AS OF THE DATE HEREOF THERE ARE NO CLAIMS OR OFFSETS AGAINST OR RIGHTS OF RECOUPMENT WITH RESPECT TO OR DEFENSES OR COUNTERCLAIMS TO ITS THEIR OBLIGATIONS UNDER THE LOAN DOCUMENTS AND IN ACCORDANCE THEREWITH ITTHEY: (a) WAIVES WAIVE ANY AND ALL SUCH CLAIMS, OFFSETS, RIGHTS OF RECOUPMENT, DEFENSES OR COUNTERCLAIMS, WHETHER KNOWN OR UNKNOWN, ARISING PRIOR TO THE DATE HEREOF; AND (b) RELEASES FOREVER RELEASE, RELIEVE, AND DISCHARGES DISCHARGE THE LENDERADMINISTRATIVE AGENT, ITS AFFILIATES AND ITS AND THE LENDERS, THEIR OFFICERS, DIRECTORS, EMPLOYEESSHAREHOLDERS, MEMBERS, PARTNERS, PREDECESSORS, SUCCESSORS, ASSIGNS, ATTORNEYS, ACCOUNTANTS, AGENTS, SHAREHOLDERS EMPLOYEES, AND ATTORNEYS REPRESENTATIVES (COLLECTIVELY COLLECTIVELY, THE “RELEASED PARTIES”) ), AND EACH OF THEM, FROM ANY AND ALL OBLIGATIONS, INDEBTEDNESSCLAIMS, LIABILITIES, CLAIMS, RIGHTSDEMANDS, CAUSES OF ACTION ACTION, DEBTS, OBLIGATIONS, PROMISES, ACTS, AGREEMENTS, AND DAMAGES, OF WHATEVER KIND OR DEMANDS WHATSOEVERNATURE, WHETHER KNOWN OR UNKNOWN, SUSPECTED OR UNSUSPECTED, IN CONTINGENT OR FIXED, LIQUIDATED OR UNLIQUIDATED, MATURED OR UNMATURED, WHETHER AT LAW OR IN EQUITY, WHICH THE BORROWER RELEASING PARTIES EVER HAD, NOW HASHAVE, CLAIMS OR MAY, SHALL, OR CAN HEREAFTER HAVE, DIRECTLY OR INDIRECTLY ARISING OUT OF OR IN ANY WAY BASED UPON, CONNECTED WITH, OR RELATED TO HAVE MATTERS, THINGS, ACTS, CONDUCT, AND/OR MAY HAVE AGAINST OMISSIONS AT ANY RELEASED PARTY ARISING PRIOR TO TIME FROM THE BEGINNING OF THE WORLD THROUGH AND INCLUDING THE DATE HEREOF HEREOF, INCLUDING WITHOUT LIMITATION ANY AND FROM ALL CLAIMS AGAINST THE RELEASED PARTIES ARISING UNDER OR IN CONNECTION WITH RELATED TO THE LOAN DOCUMENTS OR THE TRANSACTIONS CONTEMPLATED THEREBY. (c) IN CONNECTION WITH THE RELEASE CONTAINED HEREIN, THE RELEASING PARTIES ACKNOWLEDGE THAT THEY ARE AWARE THAT THEY MAY HEREAFTER DISCOVER CLAIMS PRESENTLY UNKNOWN OR UNSUSPECTED, OR FACTS IN ADDITION TO OR DIFFERENT FROM THOSE WHICH THEY KNOW OR BELIEVE TO BE TRUE, WITH RESPECT TO THE MATTERS RELEASED HEREIN. NEVERTHELESS, IT IS THE INTENTION OF THE RELEASING PARTIES, THROUGH THIS AGREEMENT AND WITH ADVICE OF COUNSEL, FULLY, FINALLY, AND FOREVER TO RELEASE ALL SUCH MATTERS, AND ALL CLAIMS RELATED THERETO, WHICH DO NOW EXIST, OR HERETOFORE HAVE EXISTED. IN FURTHERANCE OF SUCH INTENTION, THE RELEASES HEREIN GIVEN SHALL BE AND REMAIN IN EFFECT AS A FULL AND COMPLETE RELEASE OR WITHDRAWAL OF SUCH MATTERS NOTWITHSTANDING THE DISCOVERY OR EXISTENCE OF ANY SUCH ADDITIONAL OR DIFFERENT CLAIMS OR FACTS RELATED THERETO. (d) THE RELEASING PARTIES COVENANT AND AGREE NOT TO BRING ANY CLAIM, ACTION, SUIT, OR PROCEEDING AGAINST THE RELEASED PARTIES, DIRECTLY OR INDIRECTLY, REGARDING OR RELATED IN ANY MANNER TO THE MATTERS RELEASED HEREBY, AND FURTHER COVENANT AND AGREE THAT THIS AGREEMENT IS A BAR TO ANY SUCH CLAIM, ACTION, SUIT, OR PROCEEDING. (e) THE RELEASING PARTIES REPRESENT AND WARRANT TO THE RELEASED PARTIES THAT THEY HAVE NOT HERETOFORE ASSIGNED OR TRANSFERRED, OR PURPORTED TO ASSIGN OR TRANSFER, TO ANY PERSON OR ENTITY ANY CLAIMS OR OTHER MATTERS HEREIN RELEASED.

Waiver and Release. TO INDUCE THE LENDER AGENTS AND THE LENDERS TO AGREE TO THE TERMS OF THIS AMENDMENT, EACH CREDIT OBLIGOR REPRESENTS THE BORROWER AND WARRANTS ITS AFFILIATES (COLLECTIVELY, THE “RELEASING PARTIES”) REPRESENT AND WARRANT THAT AS OF THE DATE HEREOF THERE ARE NO CLAIMS OR OFFSETS AGAINST OR RIGHTS OF RECOUPMENT WITH RESPECT TO OR DEFENSES OR COUNTERCLAIMS TO ITS THEIR OBLIGATIONS UNDER THE LOAN DOCUMENTS DOCUMENTS, AND IN ACCORDANCE THEREWITH ITTHEY: (a) WAIVES WAIVE ANY AND ALL SUCH CLAIMS, OFFSETS, RIGHTS OF RECOUPMENT, DEFENSES OR COUNTERCLAIMS, WHETHER KNOWN OR UNKNOWN, ARISING PRIOR TO THE DATE HEREOF; AND (b) RELEASES FOREVER RELEASE, RELIEVE, AND DISCHARGES DISCHARGE THE LENDER, ITS AFFILIATES AND ITS AGENTS THE LENDERS AND THEIR OFFICERS, DIRECTORS, EMPLOYEESSHAREHOLDERS, MEMBERS, PARTNERS, PREDECESSORS, SUCCESSORS, ASSIGNS, ATTORNEYS, ACCOUNTANTS, AGENTS, SHAREHOLDERS EMPLOYEES, AND ATTORNEYS REPRESENTATIVES (COLLECTIVELY COLLECTIVELY, THE “RELEASED PARTIES”) ), AND EACH OF THEM, FROM ANY AND ALL OBLIGATIONS, INDEBTEDNESSCLAIMS, LIABILITIES, CLAIMS, RIGHTSDEMANDS, CAUSES OF ACTION ACTION, DEBTS, OBLIGATIONS, PROMISES, ACTS, AGREEMENTS, AND DAMAGES, OF WHATEVER KIND OR DEMANDS WHATSOEVERNATURE, WHETHER KNOWN OR UNKNOWN, SUSPECTED OR UNSUSPECTED, IN CONTINGENT OR FIXED, LIQUIDATED OR UNLIQUIDATED, MATURED OR UNMATURED, WHETHER AT LAW OR IN EQUITY, WHICH THE BORROWER RELEASING PARTIES EVER HAD, NOW HASHAVE, CLAIMS OR MAY, SHALL, OR CAN HEREAFTER HAVE, DIRECTLY OR INDIRECTLY ARISING OUT OF OR IN ANY WAY BASED UPON, CONNECTED WITH, OR RELATED TO HAVE MATTERS, THINGS, ACTS, CONDUCT, AND/OR MAY HAVE AGAINST OMISSIONS AT ANY RELEASED PARTY ARISING PRIOR TO TIME FROM THE BEGINNING OF THE WORLD THROUGH AND INCLUDING THE DATE HEREOF HEREOF, INCLUDING WITHOUT LIMITATION ANY AND FROM ALL CLAIMS AGAINST THE RELEASED PARTIES ARISING UNDER OR IN CONNECTION WITH RELATED TO THE LOAN DOCUMENTS OR THE TRANSACTIONS CONTEMPLATED THEREBY. (c) IN CONNECTION WITH THE RELEASE CONTAINED HEREIN, THE RELEASING PARTIES ACKNOWLEDGE THAT THEY ARE AWARE THAT THEY MAY HEREAFTER DISCOVER CLAIMS PRESENTLY UNKNOWN OR UNSUSPECTED, OR FACTS IN ADDITION TO OR DIFFERENT FROM THOSE WHICH THEY KNOW OR BELIEVE TO BE TRUE, WITH RESPECT TO THE MATTERS RELEASED HEREIN. NEVERTHELESS, IT IS THE INTENTION OF THE RELEASING PARTIES, THROUGH THIS AGREEMENT AND WITH ADVICE OF COUNSEL, FULLY, FINALLY, AND FOREVER TO RELEASE ALL SUCH MATTERS, AND ALL CLAIMS RELATED THERETO, WHICH DO NOW EXIST, OR HERETOFORE HAVE EXISTED. IN FURTHERANCE OF SUCH INTENTION, THE RELEASES HEREIN GIVEN SHALL BE AND REMAIN IN EFFECT AS A FULL AND COMPLETE RELEASE OR WITHDRAWAL OF SUCH MATTERS NOTWITHSTANDING THE DISCOVERY OR EXISTENCE OF ANY SUCH ADDITIONAL OR DIFFERENT CLAIMS OR FACTS RELATED THERETO. (d) THE RELEASING PARTIES COVENANT AND AGREE NOT TO BRING ANY CLAIM, ACTION, SUIT, OR PROCEEDING AGAINST THE RELEASED PARTIES, DIRECTLY OR INDIRECTLY, REGARDING OR RELATED IN ANY MANNER TO THE MATTERS RELEASED HEREBY, AND FURTHER COVENANT AND AGREE THAT THIS AGREEMENT IS A BAR TO ANY SUCH CLAIM, ACTION, SUIT, OR PROCEEDING. (e) THE RELEASING PARTIES REPRESENT AND WARRANT TO THE RELEASED PARTIES THAT THEY HAVE NOT HERETOFORE ASSIGNED OR TRANSFERRED, OR PURPORTED TO ASSIGN OR TRANSFER, TO ANY PERSON OR ENTITY ANY CLAIMS OR OTHER MATTERS HEREIN RELEASED. (f) THE RELEASING PARTIES ACKNOWLEDGE THAT THEY HAVE HAD THE BENEFIT OF INDEPENDENT LEGAL ADVICE WITH RESPECT TO THE ADVISABILITY OF ENTERING INTO THIS RELEASE AND HEREBY KNOWINGLY, AND UPON SUCH ADVICE OF COUNSEL, WAIVE ANY AND ALL APPLICABLE RIGHTS AND BENEFITS UNDER, AND PROTECTIONS OF, CALIFORNIA CIVIL CODE SECTION 1542, AND ANY AND ALL STATUTES AND DOCTRINES OF SIMILAR EFFECT. CALIFORNIA CIVIL CODE SECTION 1542 PROVIDES AS FOLLOWS:

Waiver and Release. TO INDUCE IN CONSIDERATION OF THE LENDER TO AGREE TO AMENDMENT HEREIN AND OTHER GOOD AND VALUABLE CONSIDERATION, THE TERMS RECEIPT AND SUFFICIENCY OF THIS AMENDMENTWHICH IS HEREBY ACKNOWLEDGED, EACH CREDIT OBLIGOR REPRESENTS OF BORROWER AND WARRANTS THAT AS OF CO-BORROWER HEREBY WAIVES, REMISES, RELEASES, AND FOREVER DISCHARGES LENDER, ITS PREDECESSORS, SUCCESSORS, ASSIGNS, AFFILIATES, SHAREHOLDERS, DIRECTORS, OFFICERS, ACCOUNTANTS, ATTORNEYS, EMPLOYEES, AGENTS, REPRESENTATIVES AND SERVANTS (COLLECTIVELY, THE DATE HEREOF THERE ARE NO CLAIMS OR OFFSETS “RELEASED PARTIES”) OF, FROM AND AGAINST OR RIGHTS OF RECOUPMENT WITH RESPECT TO OR DEFENSES OR COUNTERCLAIMS TO ITS OBLIGATIONS UNDER THE LOAN DOCUMENTS AND IN ACCORDANCE THEREWITH IT: (a) WAIVES ANY AND ALL SUCH CLAIMS, OFFSETSACTIONS, RIGHTS CAUSES OF RECOUPMENTACTION, DEFENSES OR COUNTERCLAIMSSUITS, PROCEEDINGS, CONTRACTS, JUDGMENTS, DAMAGES, ACCOUNTS, RECKONINGS, EXECUTIONS, AND LIABILITIES WHATSOEVER OF EVERY NAME AND NATURE, WHETHER KNOWN OR UNKNOWN, ARISING PRIOR TO THE DATE HEREOF; AND (b) RELEASES WHETHER OR NOT WELL FOUNDED IN FACT OR IN LAW, AND DISCHARGES THE LENDERWHETHER IN LAW, ITS AFFILIATES AND ITS AND THEIR OFFICERSAT EQUITY, DIRECTORS, EMPLOYEES, AGENTS, SHAREHOLDERS AND ATTORNEYS (COLLECTIVELY THE “RELEASED PARTIES”) FROM ANY AND ALL OBLIGATIONS, INDEBTEDNESS, LIABILITIES, CLAIMS, RIGHTS, CAUSES OF ACTION OR DEMANDS WHATSOEVER, WHETHER KNOWN OR UNKNOWN, SUSPECTED OR UNSUSPECTED, IN LAW OR EQUITYOTHERWISE, WHICH THE BORROWER UNDERSIGNED EVER HADHAD OR NOW HAS FOR OR BY REASON OF ANY MATTER, NOW HASCAUSE, CLAIMS OR ANYTHING WHATSOEVER TO HAVE THIS DATE RELATING TO OR MAY HAVE AGAINST ARISING OUT OF THE LOANS, OR ANY OF THEM, OR ANY OF THE LOAN DOCUMENTS, INCLUDING WITHOUT LIMITATION ANY ACTUAL OR ALLEGED ACT OR OMISSION OF ANY OF THE RELEASED PARTY ARISING PRIOR PARTIES WITH RESPECT TO THE DATE HEREOF AND FROM LOANS, OR ANY OF THEM, OR ANY OF THE LOAN DOCUMENTS, INCLUDING WITHOUT LIMITATION ANY ACTUAL OR ALLEGED ACT OR OMISSION OF ANY OF THE RELEASED PARTIES WITH RESPECT TO THE LOANS, OR ANY OF THEM, OR ANY OF THE LOAN DOCUMENTS, OR ANY LIENS OR COLLATERAL IN CONNECTION WITH THEREWITH, OR THE ENFORCEMENT OF ANY OF ▇▇▇▇▇▇’S RIGHTS OR REMEDIES THEREUNDER PROVIDED THAT THE FOREGOING WAIVER AND RELEASE SHALL NOT BE AVAILABLE TO THE EXTENT ARISING OUT OF THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF A RELEASED PARTY, AS DETERMINED BY A COURT OF COMPETENT JURISDICTION BY FINAL AND NONAPPEALABLE JUDGMENT. THE TERMS OF THIS WAIVER AND RELEASE SHALL SURVIVE THE TERMINATION OF THIS AMENDMENT, THE LOANS, OR THE LOAN DOCUMENTS OR AND SHALL REMAIN IN FULL FORCE AND EFFECT AFTER THE TRANSACTIONS CONTEMPLATED THEREBYTERMINATION THEREOF.

Waiver and Release. TO INDUCE THE LENDER ADMINISTRATIVE AGENT AND THE LENDERS TO AGREE TO THE TERMS OF THIS AMENDMENTAGREEMENT, EACH CREDIT OBLIGOR REPRESENTS PARENT GUARANTOR ISRAELI GUARANTOR AND WARRANTS THAT THE BORROWER AND THEIR AFFILIATES (COLLECTIVELY, THE “RELEASING PARTIES”) REPRESENT AND WARRANT THAT, AS OF THE DATE HEREOF HEREOF, THERE ARE NO CLAIMS OR OFFSETS AGAINST AGAINST, OR RIGHTS OF RECOUPMENT WITH RESPECT TO TO, OR DISPUTES OF, OR DEFENSES OR COUNTERCLAIMS TO ITS TO, THEIR OBLIGATIONS UNDER THE LOAN DOCUMENTS DOCUMENTS, AND IN ACCORDANCE THEREWITH ITTHEY: (a) WAIVES WAIVE ANY AND ALL SUCH CLAIMS, OFFSETS, RIGHTS OF RECOUPMENT, DISPUTES, DEFENSES OR AND COUNTERCLAIMS, WHETHER KNOWN OR UNKNOWN, ARISING PRIOR TO THE DATE HEREOF; AND (b) RELEASES FOREVER RELEASE, RELIEVE, AND DISCHARGES DISCHARGE THE LENDER, ITS AFFILIATES ADMINISTRATIVE AGENT AND ITS EACH LENDER AND THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEESSHAREHOLDERS, MEMBERS, PARTNERS, PREDECESSORS, SUCCESSORS, ASSIGNS, ATTORNEYS, ACCOUNTANTS, AGENTS, SHAREHOLDERS EMPLOYEES, AND ATTORNEYS REPRESENTATIVES (COLLECTIVELY COLLECTIVELY, THE “RELEASED PARTIES”) ), AND EACH OF THEM, FROM ANY AND ALL OBLIGATIONS, INDEBTEDNESSCLAIMS, LIABILITIES, CLAIMS, RIGHTSDEMANDS, CAUSES OF ACTION ACTION, DEBTS, OBLIGATIONS, PROMISES, ACTS, AGREEMENTS, AND DAMAGES, OF WHATEVER KIND OR DEMANDS WHATSOEVERNATURE, WHETHER KNOWN OR UNKNOWN, SUSPECTED OR UNSUSPECTED, IN CONTINGENT OR FIXED, LIQUIDATED OR UNLIQUIDATED, MATURED OR UNMATURED, WHETHER ARISING AT LAW OR IN EQUITY, WHICH THE BORROWER RELEASING PARTIES EVER HAD, NOW HASHAVE, CLAIMS OR MAY, SHALL, OR CAN HEREAFTER HAVE, DIRECTLY OR INDIRECTLY ARISING OUT OF OR IN ANY WAY BASED UPON, CONNECTED WITH, OR RELATED TO HAVE MATTERS, THINGS, ACTS, CONDUCT, AND/OR MAY HAVE AGAINST OMISSIONS AT ANY RELEASED PARTY ARISING TIME FROM THE DATE THAT WAS NINETY (90) DAYS PRIOR TO THE CLOSING DATE HEREOF THROUGH AND FROM INCLUDING THE DATE HEREOF, INCLUDING WITHOUT LIMITATION ANY AND ALL CLAIMS AGAINST THE RELEASED PARTIES ARISING UNDER OR IN CONNECTION WITH RELATED TO ANY OF THE LOAN DOCUMENTS OR ANY OF THE TRANSACTIONS CONTEMPLATED THEREBY. (c) IN CONNECTION WITH THE RELEASE CONTAINED HEREIN, THE RELEASING PARTIES ACKNOWLEDGE THAT THEY ARE AWARE THAT THEY MAY HEREAFTER DISCOVER CLAIMS PRESENTLY UNKNOWN OR UNSUSPECTED, OR FACTS IN ADDITION TO OR DIFFERENT FROM THOSE WHICH THEY KNOW OR BELIEVE TO BE TRUE, WITH RESPECT TO THE MATTERS RELEASED HEREIN. NEVERTHELESS, IT IS THE INTENTION OF THE RELEASING PARTIES, THROUGH THIS AGREEMENT AND WITH ADVICE OF COUNSEL, FULLY, FINALLY, AND FOREVER TO RELEASE ALL SUCH MATTERS, AND ALL CLAIMS RELATED THERETO, WHICH DO NOW EXIST, OR HERETOFORE HAVE EXISTED. IN FURTHERANCE OF SUCH INTENTION, THE RELEASES HEREIN GIVEN SHALL BE AND REMAIN IN EFFECT AS A FULL AND COMPLETE RELEASE OF SUCH MATTERS NOTWITHSTANDING THE DISCOVERY OR EXISTENCE OF ANY SUCH ADDITIONAL OR DIFFERENT CLAIMS OR FACTS RELATED THERETO. (d) THE RELEASING PARTIES COVENANT AND AGREE NOT TO BRING ANY CLAIM, ACTION, SUIT, OR PROCEEDING AGAINST THE RELEASED PARTIES, DIRECTLY OR INDIRECTLY, REGARDING OR RELATED IN ANY MANNER TO THE MATTERS RELEASED HEREBY, AND FURTHER COVENANT AND AGREE THAT THIS AGREEMENT IS A BAR TO ANY SUCH CLAIM, ACTION, SUIT, OR PROCEEDING. (e) THE RELEASING PARTIES REPRESENT AND WARRANT TO THE RELEASED PARTIES THAT THEY HAVE NOT HERETOFORE ASSIGNED OR TRANSFERRED, OR PURPORTED TO ASSIGN OR TRANSFER, TO ANY PERSON OR ENTITY ANY CLAIMS OR OTHER MATTERS HEREIN RELEASED. (f) THE RELEASING PARTIES ACKNOWLEDGE THAT THEY HAVE HAD THE BENEFIT OF INDEPENDENT LEGAL ADVICE WITH RESPECT TO THE ADVISABILITY OF ENTERING INTO THIS RELEASE AND HEREBY KNOWINGLY, AND UPON SUCH ADVICE OF COUNSEL, WAIVE ANY AND ALL APPLICABLE RIGHTS AND BENEFITS UNDER, AND PROTECTIONS OF, CALIFORNIA CIVIL CODE SECTION 1542, AND ANY AND ALL STATUTES AND PRINCIPLES OF COMMON LAW THAT HAVE SIMILAR EFFECT. CALIFORNIA CIVIL CODE SECTION 1542 PROVIDES AS FOLLOWS:

Waiver and Release. TO INDUCE AS A MATERIAL INDUCEMENT FOR THE LENDER TO AGREE TO THE TERMS OF EXECUTE THIS AMENDMENT, EACH CREDIT OBLIGOR REPRESENTS BORROWER DOES HEREBY RELEASE, WAIVE, DISCHARGE, COVENANT NOT TO ▇▇▇, ACQUIT, SATISFY AND WARRANTS THAT AS OF THE DATE HEREOF THERE ARE NO CLAIMS OR OFFSETS AGAINST OR RIGHTS OF RECOUPMENT WITH RESPECT TO OR DEFENSES OR COUNTERCLAIMS TO ITS OBLIGATIONS UNDER THE LOAN DOCUMENTS AND IN ACCORDANCE THEREWITH IT: (a) WAIVES ANY AND ALL SUCH CLAIMS, OFFSETS, RIGHTS OF RECOUPMENT, DEFENSES OR COUNTERCLAIMS, WHETHER KNOWN OR UNKNOWN, ARISING PRIOR TO THE DATE HEREOF; AND (b) RELEASES AND DISCHARGES FOREVER DISCHARGE THE LENDER, ITS AFFILIATES AND ITS AND THEIR OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, SHAREHOLDERS ATTORNEYS AND ATTORNEYS (COLLECTIVELY THE “RELEASED PARTIES”) AGENTS AND ITS AFFILIATES AND ASSIGNS FROM ANY AND ALL OBLIGATIONS, INDEBTEDNESS, LIABILITIESLIABILITY, CLAIMS, RIGHTSCOUNTERCLAIMS, DEFENSES, ACTIONS, CAUSES OF ACTION OR DEMANDS WHATSOEVERACTION, WHETHER KNOWN OR UNKNOWNSUITS, SUSPECTED OR UNSUSPECTEDCONTROVERSIES, AGREEMENTS, PROMISES AND DEMAND WHATSOEVER IN LAW OR EQUITY, IN EQUITY WHICH THE EACH BORROWER EVER HAD, NOW HAS, CLAIMS TO HAVE OR WHICH ANY PERSONAL REPRESENTATIVE, SUCCESSOR, HEIR OR ASSIGN OF EACH BORROWER HEREAFTER CAN, SHALL OR MAY HAVE AGAINST THE LENDER, ITS OFFICERS, DIRECTORS, EMPLOYEES, ATTORNEYS AND AGENTS, AND ITS AFFILIATES AND ASSIGNS, FOR, UPON OR BY REASON OF ANY RELEASED PARTY ARISING PRIOR MATTER, CAUSE OR THING WHATSOEVER, THROUGH THE DATE HEREOF. EACH BORROWER FURTHER EXPRESSLY COVENANTS WITH AND WARRANTS UNTO THE LENDER AND ITS AFFILIATES AND ASSIGNS, THAT THERE EXIST NO CLAIMS, COUNTERCLAIMS, DEFENSES, OBJECTIONS, OFFSETS OR CLAIMS OF OFFSET AGAINST THE LENDER OR THE OBLIGATION OF EACH BORROWER TO PAY THE LENDER ALL AMOUNTS OWING UNDER THE NOTE, THE LOAN AGREEMENT AND ALL ASSOCIATED LOAN DOCUMENTS AS AND WHEN THE SAME BECOME DUE AND PAYABLE. NOTWITHSTANDING THE ABOVE, THE PARTIES DO HEREBY ACKNOWLEDGE THAT ANY DEPOSIT ACCOUNT(S) OF BORROWER MAINTAINED WITH LENDER ARE SUBJECT TO THE DATE HEREOF TERMS AND FROM OR IN CONNECTION WITH THE LOAN DOCUMENTS OR THE TRANSACTIONS CONTEMPLATED THEREBYPROVISIONS OF ANY AGREEMENT(S) RELATED TO THOSE ACCOUNT(S), PROVIDED HOWEVER, THAT BORROWER IS UNAWARE OF ANY CLAIMS CONCERNING THOSE ACCOUNT(S) AT THIS TIME.

Waiver and Release. TO INDUCE THE LENDER ADMINISTRATIVE AGENT, ACTING ON BEHALF OF THE LENDERS, TO AGREE TO THE TERMS OF THIS AMENDMENT, EACH CREDIT OBLIGOR THE BORROWER REPRESENTS AND WARRANTS THAT AS OF THE DATE HEREOF THERE ARE NO CLAIMS OR OFFSETS AGAINST OR RIGHTS OF RECOUPMENT WITH RESPECT TO OR DEFENSES OR COUNTERCLAIMS TO ITS OBLIGATIONS UNDER THE LOAN DOCUMENTS AND IN ACCORDANCE THEREWITH IT: (a) WAIVES ANY AND ALL SUCH CLAIMS, OFFSETS, RIGHTS OF RECOUPMENT, DEFENSES OR COUNTERCLAIMS, WHETHER KNOWN OR UNKNOWN, ARISING PRIOR TO THE DATE HEREOF; AND (b) RELEASES AND DISCHARGES THE LENDERADMINISTRATIVE AGENT, ITS THE LENDERS, THEIR AFFILIATES AND ITS AND THEIR OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, SHAREHOLDERS AND ATTORNEYS (COLLECTIVELY THE “RELEASED PARTIES”) FROM ANY AND ALL OBLIGATIONS, INDEBTEDNESS, LIABILITIES, CLAIMS, RIGHTS, CAUSES OF ACTION OR DEMANDS WHATSOEVER, WHETHER KNOWN OR UNKNOWN, SUSPECTED OR UNSUSPECTED, IN LAW OR EQUITY, WHICH THE BORROWER EVER HAD, NOW HAS, CLAIMS TO HAVE OR MAY HAVE AGAINST ANY RELEASED PARTY ARISING PRIOR TO THE DATE HEREOF AND FROM OR IN CONNECTION WITH THE LOAN DOCUMENTS OR THE TRANSACTIONS CONTEMPLATED THEREBY.

Waiver and Release. TO INDUCE THE LENDER TO AGREE TO THE TERMS OF THIS AMENDMENTThe Loan Parties warrant and represent to the Administrative Agent and the Lenders that the loans evidenced by the Loan Documents are not subject to any credits, EACH CREDIT OBLIGOR REPRESENTS AND WARRANTS THAT AS OF THE DATE HEREOF THERE ARE NO CLAIMS OR OFFSETS AGAINST OR RIGHTS OF RECOUPMENT WITH RESPECT TO OR DEFENSES OR COUNTERCLAIMS TO ITS OBLIGATIONS UNDER THE LOAN DOCUMENTS AND IN ACCORDANCE THEREWITH IT:charges, claims, or rights of offset or deduction of any kind or character whatsoever and, as a material part of the consideration for the Agent and the Lenders entering into this Agreement, each Loan Party agrees as follows (the “Release Provision”): (a) WAIVES EACH LOAN PARTY HEREBY RELEASES AND FOREVER DISCHARGES THE ADMINISTRATIVE AGENT AND THE LENDERS AND EACH OF THEIR PREDECESSORS, SUCCESSORS, ASSIGNS, OFFICERS, MANAGERS, DIRECTORS, MEMBERS, SHAREHOLDERS, EMPLOYEES, AGENTS, ATTORNEYS, REPRESENTATIVES, PARENT CORPORATIONS, SUBSIDIARIES, AND AFFILIATES (HEREINAFTER ALL OF THE ABOVE COLLECTIVELY REFERRED TO AS “RELEASED PARTIES”) JOINTLY AND SEVERALLY FROM ANY AND ALL SUCH CLAIMS, COUNTERCLAIMS, DEMANDS, DAMAGES, DEBTS, AGREEMENTS, COVENANTS, SUITS, CONTRACTS, OBLIGATIONS, LIABILITIES, ACCOUNTS, OFFSETS, RIGHTS RIGHTS, ACTIONS, AND CAUSES OF RECOUPMENTACTION OF ANY NATURE WHATSOEVER OCCURRING PRIOR TO THE DATE HEREOF AND ARISING OUT OF OR RELATED TO THE LOAN DOCUMENTS, DEFENSES INCLUDING, WITHOUT LIMITATION, ALL CLAIMS, DEMANDS, AND CAUSES OF ACTION FOR CONTRIBUTION AND INDEMNITY, WHETHER ARISING AT LAW OR COUNTERCLAIMSIN EQUITY, PRESENTLY POSSESSED, WHETHER KNOWN OR UNKNOWN, WHETHER LIABILITY BE DIRECT OR INDIRECT, LIQUIDATED OR UNLIQUIDATED, PRESENTLY ACCRUED, WHETHER ABSOLUTE OR CONTINGENT, FORESEEN OR UNFORESEEN, AND WHETHER OR NOT HERETOFORE ASSERTED, SPECIFICALLY EXCLUDING, HOWEVER, CLAIMS ARISING PRIOR FROM THE GROSS NEGLIGENCE AND/OR WILLFUL MISCONDUCT OF ANY OF THE RELEASED PARTIES, AS DETERMINED BY A COURT OF COMPETENT JURISDICTION (“CLAIMS”), WHICH SUCH LOAN PARTY MAY HAVE OR CLAIM TO THE DATE HEREOF; ANDHAVE AGAINST ANY RELEASED PARTIES. (b) RELEASES AND DISCHARGES THE LENDEREach Loan Party agrees not to ▇▇▇ any Released Parties or in any way assist any other Person in suing any Released Parties with respect to any Claim released herein. The Release Provision may be pleaded as a full and complete defense to, ITS AFFILIATES AND ITS AND THEIR OFFICERSand may be used as the basis for an injunction against, DIRECTORSany action, EMPLOYEESsuit, AGENTSor other proceeding which may be instituted, SHAREHOLDERS AND ATTORNEYS prosecuted, or attempted in breach of the release contained herein. (COLLECTIVELY THE “RELEASED PARTIES”c) FROM ANY AND ALL OBLIGATIONSEach Loan Party acknowledges, INDEBTEDNESSwarrants, LIABILITIESand represents to Released Parties that: (i) Each Loan Party has read and understands the effect of the Release Provision. Each Loan Party has had the assistance of independent counsel of its own choice, CLAIMSor has had the opportunity to retain such independent counsel, RIGHTSin reviewing, CAUSES OF ACTION OR DEMANDS WHATSOEVERdiscussing, WHETHER KNOWN OR UNKNOWNand considering all the terms of the Release Provision; and if counsel was retained, SUSPECTED OR UNSUSPECTEDcounsel for each Loan Party has read and considered the Release Provision and advised each Loan Party to execute the same. Before execution of this Agreement, IN LAW OR EQUITYeach Loan Party has had adequate opportunity to make whatever investigation or inquiry it may deem necessary or desirable in connection with the subject matter of the Release Provision. (ii) No Loan Party is acting in reliance on any representation, WHICH THE BORROWER EVER HADunderstanding, NOW HASor agreement not expressly set forth herein. Each Loan Party acknowledges that the Released Parties have not made any representation with respect to the Release Provision except as expressly set forth herein. (iii) Each Loan Party has executed this Agreement and the Release Provision thereof as its free and voluntary act, CLAIMS TO HAVE OR MAY HAVE AGAINST ANY RELEASED PARTY ARISING PRIOR TO THE DATE HEREOF AND FROM OR IN CONNECTION WITH THE LOAN DOCUMENTS OR THE TRANSACTIONS CONTEMPLATED THEREBYwithout any duress, coercion, or undue influence exerted by or on behalf of any Person. (iv) Each Loan Party is the sole owner of the Claims released by the Release Provision, and no Loan Party has heretofore conveyed or assigned any interest in any such Claims to any other Person. (d) Each Loan Party understands that the Release Provision was a material consideration in the agreement of the Administrative Agent and the Lenders to enter into this Agreement. (e) It is the express intent of the Loan Parties that the release and discharge set forth in the Release Provision be construed as broadly as possible in favor of the Released Parties so as to foreclose forever the assertion by each Loan Party of any Claims released hereby against Released Parties. (f) If any term, provision, covenant, or condition of the Release Provision is held by a court of competent jurisdiction to be invalid, illegal, or unenforceable, the remainder of the provisions shall remain in full force and effect

Waiver and Release. TO INDUCE THE LENDER TO AGREE TO THE TERMS IN CONSIDERATION OF THIS AMENDMENT, EACH CREDIT OBLIGOR BORROWER REPRESENTS AND WARRANTS THAT THAT, AS OF THE DATE HEREOF AMENDMENT DATE, THERE ARE NO CLAIMS OR OFFSETS AGAINST OR RIGHTS OF RECOUPMENT WITH RESPECT TO OR OFFSETS, DEFENSES OR COUNTERCLAIMS TO ITS AGAINST OR IN RESPECT OF THE OBLIGATIONS UNDER OR THE LOAN DOCUMENTS AND IN ACCORDANCE THEREWITH IT: (a) WAIVES ANY EACH BORROWER HEREBY RELEASES AND DISCHARGES THE INDEMNITIES AND AGENT PROFESSIONALS, AND EACH OF THEM, OF AND FROM ALL SUCH CLAIMS, OFFSETSACTIONS, RIGHTS CAUSES OF RECOUPMENTACTION, DEFENSES OR COUNTERCLAIMSDAMAGES, WHETHER COSTS, EXPENSES AND LIABILITIES, KNOWN OR UNKNOWN, ARISING PRIOR TO THE DATE HEREOF; AND (b) RELEASES AND DISCHARGES THE LENDERFIXED, ITS AFFILIATES AND ITS AND THEIR OFFICERSCONTINGENT OR CONDITIONAL, DIRECTORS, EMPLOYEES, AGENTS, SHAREHOLDERS AND ATTORNEYS (COLLECTIVELY THE “RELEASED PARTIES”) FROM ANY AND ALL OBLIGATIONS, INDEBTEDNESS, LIABILITIES, CLAIMS, RIGHTS, CAUSES OF ACTION OR DEMANDS WHATSOEVER, WHETHER KNOWN OR UNKNOWN, SUSPECTED OR UNSUSPECTED, IN AT LAW OR IN EQUITY, WHICH THE BORROWER EVER HAD, NOW HAS, CLAIMS TO HAVE OR MAY HAVE AGAINST ANY RELEASED PARTY ARISING PRIOR TO THE DATE HEREOF AND FROM OR IN CONNECTION WITH THE LOAN DOCUMENTS OR ANY TRANSACTIONS OR ACTS IN CONNECTION THEREWITH, IN EACH CASE EXISTING ON OR BEFORE THE TRANSACTIONS CONTEMPLATED THEREBYAMENDMENT DATE, WHICH ANY SUCH BORROWER MAY HAVE AGAINST ANY SUCH PERSON, IRRESPECTIVE OF WHETHER ANY SUCH CLAIMS, ACTIONS, CAUSES OF ACTION, DAMAGES, COSTS, EXPENSES OR LIABILITIES ARE BASED ON CONTRACT, TORT OR OTHERWISE OTHER THAN AS DETERMINED BY A COURT OF COMPETENT JURISDICTION BY A FINAL AND NONAPPEALABLE JUDGMENT TO HAVE RESULTED FROM FRAUD, GROSS NEGLIGENCE OR WILLFUL MISCONDUCT BY ANY SUCH INDEMNITEE OR AGENT PROFESSIONAL.

Waiver and Release. TO INDUCE THE LENDER TO AGREE TO THE TERMS OF THIS AMENDMENTAS A MATERIAL INDUCEMENT FOR, EACH CREDIT OBLIGOR REPRESENTS AND WARRANTS THAT AS OF THE DATE HEREOF THERE ARE NO CLAIMS OR OFFSETS AGAINST OR RIGHTS OF RECOUPMENT WITH RESPECT TO OR DEFENSES OR COUNTERCLAIMS TO ITS OBLIGATIONS UNDER THE LOAN DOCUMENTS AND IN ACCORDANCE THEREWITH IT: (a) WAIVES ANY CONSIDERATION OF, HSBC'S AGREEMENTS HEREIN, HWS AND ALL SUCH CLAIMSHRB AND THEIR RESPECTIVE SUCCESSORS, OFFSETSASSIGNS, RIGHTS OF RECOUPMENTEXECUTORS AND ADMINISTRATORS HEREBY WAIVE, DEFENSES OR COUNTERCLAIMSRELEASE, WHETHER KNOWN OR UNKNOWN, ARISING PRIOR TO THE DATE HEREOF; AND (b) RELEASES REMISE AND DISCHARGES THE LENDERFOREVER DISCHARGE HSBC, ITS AFFILIATES PAST AND ITS AND THEIR OFFICERSPRESENT, SHAREHOLDERS, DIRECTORS, EMPLOYEES, AGENTS, SHAREHOLDERS SUCCESSORS, ASSIGNS, HEIRS, EXECUTORS AND ATTORNEYS (COLLECTIVELY THE “RELEASED PARTIES”) ADMINISTRATORS OF AND FROM ANY AND ALL OBLIGATIONS, INDEBTEDNESS, LIABILITIES, CLAIMS, RIGHTSMANNER OF ACTIONS, CAUSES OF ACTION OR ACTION, SUITS, CROSSCLAIMS, COUNTERCLAIMS, DEBTS, DUES, SUMS OF MONEY, ACCOUNTS, BILLS, COVENANTS, CONTRACTS, CONTROVERSIES, AGREEMENTS, PROMISES, VARIANCES, DAMAGES, JUDGMENTS, CLAIMS AND DEMANDS WHATSOEVER, WHETHER KNOWN OR UNKNOWN, SUSPECTED OR UNSUSPECTED, IN LAW OR IN EQUITY, WHICH THE BORROWER AGAINST HSBC; HWS OR HRB, EVER HAD, NOW HAS, CLAIMS TO HAVE OR HWS OR HRB AND ITS SUCCESSORS, ASSIGNS, HEIRS, EXECUTORS, OR ADMINISTRATORS IN BOTH THEIR PERSONAL AND BUSINESS CAPACITIES CAN, SHALL OR MAY HAVE AGAINST FOR, UPON OR BY REASON OF ANY RELEASED PARTY ARISING PRIOR MATTER, CAUSE OR THING WHATSOEVER FROM THE BEGINNING OF THE WORLD TO THE DAY OF THE DATE HEREOF OF THIS AGREEMENT. HWS AND FROM OR IN CONNECTION WITH HRB CONFIRM THAT THE LOAN DOCUMENTS OR THE TRANSACTIONS CONTEMPLATED THEREBYFOREGOING WAIVER AND RELEASE IS AN INFORMED WAIVER AND RELEASE AND FREELY GIVEN.

Waiver and Release. TO INDUCE FOR GOOD AND VALUABLE CONSIDERATION, THE LENDER TO AGREE TO THE TERMS RECEIPT AND SUFFICIENCY OF THIS AMENDMENTWHICH ARE HEREBY ACKNOWLEDGED, EACH CREDIT OBLIGOR REPRESENTS PARTY HEREBY, FOR ITSELF AND WARRANTS THAT AS ITS SUCCESSORS AND ASSIGNS, FULLY AND WITHOUT RESERVE, RELEASES AND FOREVER DISCHARGES EACH OF THE DATE HEREOF THERE ARE NO CLAIMS OR OFFSETS AGAINST OR RIGHTS ADMINISTRATIVE AGENT, THE LENDERS, CO-SYNDICATION AGENTS, THE ISSUER, AND EACH OF RECOUPMENT WITH RESPECT TO OR DEFENSES OR COUNTERCLAIMS TO ITS OBLIGATIONS UNDER THE LOAN DOCUMENTS THEIR RESPECTIVE SUCCESSORS AND IN ACCORDANCE THEREWITH IT: (a) WAIVES ANY AND ALL SUCH CLAIMSASSIGNS, OFFSETS, RIGHTS OF RECOUPMENT, DEFENSES OR COUNTERCLAIMS, WHETHER KNOWN OR UNKNOWN, ARISING PRIOR TO THE DATE HEREOF; AND (b) RELEASES AND DISCHARGES THE LENDER, ITS AFFILIATES AND ITS AND THEIR OFFICERS, DIRECTORS, EMPLOYEES, REPRESENTATIVES, TRUSTEES, ATTORNEYS, AGENTS, SHAREHOLDERS ADVISORS (INCLUDING ATTORNEYS, ACCOUNTANTS AND ATTORNEYS EXPERTS) AND AFFILIATES (COLLECTIVELY THE “RELEASED PARTIES” AND INDIVIDUALLY A “RELEASED PARTY”) FROM ANY AND ALL OBLIGATIONSACTIONS, INDEBTEDNESSCLAIMS, DEMANDS, CAUSES OF ACTION, JUDGMENTS, EXECUTIONS, SUITS, DEBTS, LIABILITIES, CLAIMSCOSTS, RIGHTSDAMAGES, CAUSES EXPENSES OR OTHER OBLIGATIONS OF ACTION OR DEMANDS ANY KIND AND NATURE WHATSOEVER, WHETHER KNOWN OR UNKNOWN, SUSPECTED DIRECT AND/OR UNSUSPECTEDINDIRECT, AT LAW OR IN EQUITY, WHETHER NOW EXISTING OR HEREAFTER ASSERTED (INCLUDING, WITHOUT LIMITATION, ANY OFFSETS, REDUCTIONS, REBATEMENT, CLAIMS OF USURY OR CLAIMS WITH RESPECT TO THE NEGLIGENCE OF ANY RELEASED PARTY), FOR OR BECAUSE OF ANY MATTERS OR THINGS OCCURRING, EXISTING OR ACTIONS DONE, OMITTED TO BE DONE, OR SUFFERED TO BE DONE BY ANY OF THE RELEASED PARTIES, IN LAW EACH CASE, ON OR EQUITY, WHICH THE BORROWER EVER HAD, NOW HAS, CLAIMS TO HAVE OR MAY HAVE AGAINST ANY RELEASED PARTY ARISING PRIOR TO THE SECOND AMENDMENT EFFECTIVE DATE HEREOF AND FROM ARE IN ANY WAY DIRECTLY OR INDIRECTLY ARISING OUT OF OR IN ANY WAY CONNECTED TO ANY OF THIS SECOND AMENDMENT, THE CREDIT AGREEMENT, ANY OTHER LOAN DOCUMENT OR ANY OF THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY (COLLECTIVELY, THE “RELEASED MATTERS”). THE CERDIT PARTIES, BY EXECUTION HEREOF, EACH HEREBY ACKNOWLEDGES AND AGREES THAT THE AGREEMENTS IN THIS SECTION 7 ARE INTENDED TO COVER AND BE IN FULL SATISFACTION FOR ALL OR ANY ALLEGED INJURIES OR DAMAGES ARISING IN CONNECTION WITH THE LOAN DOCUMENTS OR THE TRANSACTIONS CONTEMPLATED THEREBYRELEASED MATTERS.

Waiver and Release. TO INDUCE In exchange for the use of the property, as described above, I HEREBY VOLUNTARILY RELEASE, WAIVE, AND FOREVER GIVE UP ALL MY RIGHTS, CLAIMS AND CAUSES OF ACTION, WHETHER NOW EXISTING OR ARISING IN THE LENDER TO AGREE TO THE TERMS OF THIS AMENDMENTFUTURE, EACH CREDIT OBLIGOR REPRESENTS THAT I MAY HAVE AGAINST JBD BURKEVILLE, LLC D/B/A SABINE ATV PARK AND WARRANTS THAT AS OF THE DATE HEREOF THERE ARE NO CLAIMS OR OFFSETS AGAINST OR RIGHTS OF RECOUPMENT WITH RESPECT TO OR DEFENSES OR COUNTERCLAIMS TO ITS OBLIGATIONS UNDER THE LOAN DOCUMENTS PARENT, SUBSIDIARY AND IN ACCORDANCE THEREWITH IT: (a) WAIVES ANY AFFILIATED COMPANIES AND ALL SUCH CLAIMS, OFFSETS, RIGHTS OF RECOUPMENT, DEFENSES OR COUNTERCLAIMS, WHETHER KNOWN OR UNKNOWN, ARISING PRIOR TO THE DATE HEREOF; AND (b) RELEASES AND DISCHARGES THE LENDER, ITS AFFILIATES AND ITS AND THEIR OFFICERS, DIRECTORS, EMPLOYEESMEMBERS, AGENTSOWNERS, SHAREHOLDERS EMPLOYEES AND ATTORNEYS AGENTS THAT ARISE OUT OF OR ARE IN ANY WAY RELATED TO DISEASE, PROPERTY DAMAGE AND/OR BODILY INJURIES (COLLECTIVELY INCLUDING A SUBSEQUENT OR RESULTING DEATH), HEREINAFTER REFERRED TO AS THE “RELEASED PARTIES”) FROM ANY CLAIMS,” SUSTAINED IN THE COURSE AND ALL OBLIGATIONS, INDEBTEDNESS, LIABILITIES, CLAIMS, RIGHTS, CAUSES SCOPE OF ACTION OR DEMANDS WHATSOEVERMY ACTIVITIES ON THE PROPERTY OF SABINE ATV PARK, WHETHER KNOWN OR UNKNOWN, SUSPECTED OR UNSUSPECTED, NOT SAID CLAIMS ARISE IN LAW OR EQUITY, WHICH THE BORROWER EVER HAD, NOW HAS, CLAIMS TO HAVE OR MAY HAVE AGAINST ANY RELEASED PARTY ARISING PRIOR TO THE DATE HEREOF AND FROM WHOLE OR IN CONNECTION WITH PART FROM THE LOAN DOCUMENTS NEGLIGENCE OF JBD BURKEVILLE, LLC D/B/A SABINE ATV PARK. I EXPRESSLY UNDERSTAND THAT INCLUDED IN THE CLAIMS THAT I AM RELEASING, WAIVING AND GIVING UP ARE CLAIMS BASED ON NEGLIGENT OR THE TRANSACTIONS CONTEMPLATED THEREBYGROSSLY NEGLIGENT ACTS OR OMISSIONS.

Waiver and Release. AS ADDITIONAL CONSIDERATION TO THE EXECUTION, DELIVERY AND PERFORMANCE OF THIS AMENDMENT BY THE PARTIES HERETO AND TO INDUCE ADMINISTRATIVE AGENT, THE LENDER LENDERS, THE RESIGNING AGENT, NATIXIS AND BOFA TO AGREE TO THE TERMS OF ENTER INTO THIS AMENDMENT, EACH CREDIT OBLIGOR REPRESENTS AND WARRANTS THAT AS OF THE LOAN PARTIES HEREBY WAIVES, REMISES, RELEASES AND FOREVER DISCHARGES THE ADMINISTRATIVE AGENT, THE RESIGNING AGENT, LEAD ARRANGERS, ISSUING BANK, LENDER, NATIXIS AND BOFA AND ALL OF THE FOREGOING PERSONS’ RESPECTIVE RELATED PARTIES (COLLECTIVELY, THE “LENDER RELATED PARTIES” AND EACH A “LENDER RELATED PARTY”) OF, FROM AND AGAINST ANY AND ALL CLAIMS, ACTIONS, CAUSES OF ACTION AND LIABILITIES WHATSOEVER OF EVERY NAME AND NATURE, WHETHER OR NOT WELL FOUNDED IN FACT OR IN LAW, AND WHETHER IN LAW, AT EQUITY, OR OTHERWISE, WHICH ANY LOAN PARTY EVER HAD OR NOW HAS FOR OR BY ANY REASON OR ANY MATTER, CAUSE OR ANYTHING WHATSOEVER UP TO AND INCLUDING THE DATE HEREOF THERE ARE NO CLAIMS OF THIS AMENDMENT RELATING TO OR OFFSETS AGAINST ARISING OUT OF THE LOANS, OR RIGHTS ANY OF RECOUPMENT THEM, OR ANY OF THE LOAN DOCUMENTS, INCLUDING WITHOUT LIMITATION ANY ACTUAL OR ALLEGED ACT OR OMISSION OF ANY LENDER RELATED PARTY WITH RESPECT TO THE LOANS, OR DEFENSES ANY OF THEM, OR COUNTERCLAIMS TO ITS OBLIGATIONS UNDER ANY OF THE LOAN DOCUMENTS AND DOCUMENTS, OR ANY LIENS OR COLLATERAL IN ACCORDANCE THEREWITH IT: (a) WAIVES CONNECTION THEREWITH, OR THE ENFORCEMENT OF ANY OF THE LENDER RELATED PARITIES’ RIGHTS OR REMEDIES THEREUNDER, EXCLUDING, HOWEVER, FOR ALL PURPOSES WITH RESPECT TO ANY LENDER RELATED PARTY, ANY AND ALL SUCH CLAIMS, OFFSETS, RIGHTS OF RECOUPMENT, DEFENSES OR COUNTERCLAIMS, WHETHER KNOWN OR UNKNOWN, ARISING PRIOR TO THE DATE HEREOF; AND (b) RELEASES AND DISCHARGES THE LENDER, ITS AFFILIATES AND ITS AND THEIR OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, SHAREHOLDERS AND ATTORNEYS (COLLECTIVELY THE “RELEASED PARTIES”) FROM ANY AND ALL OBLIGATIONS, INDEBTEDNESS, LIABILITIES, CLAIMS, RIGHTSACTIONS, CAUSES OF ACTION OR DEMANDS WHATSOEVER, WHETHER KNOWN LIABILITIES RESULTING FROM THE GROSS NEGLIGENCE OR UNKNOWN, SUSPECTED OR UNSUSPECTED, IN LAW OR EQUITY, WHICH THE BORROWER EVER HAD, NOW HAS, CLAIMS TO HAVE OR MAY HAVE AGAINST ANY RELEASED PARTY ARISING PRIOR TO THE DATE HEREOF AND FROM OR IN CONNECTION WITH THE LOAN DOCUMENTS OR THE TRANSACTIONS CONTEMPLATED THEREBYWILLFUL MISCONDUCT OF SUCH LENDER RELATED PARTY.

Waiver and Release. TO INDUCE THE LENDER ADMINISTRATIVE AGENT AND THE LENDERS TO AGREE TO THE TERMS OF THIS AMENDMENTWAIVER, EACH CREDIT OBLIGOR REPRESENTS THE BORROWER AND WARRANTS THAT ITS AFFILIATES (COLLECTIVELY, THE “RELEASING PARTIES”) REPRESENT AND WARRANT THAT, AS OF THE DATE HEREOF HEREOF, THERE ARE NO CLAIMS OR OFFSETS AGAINST AGAINST, OR RIGHTS OF RECOUPMENT WITH RESPECT TO TO, OR DISPUTES OF, OR DEFENSES OR COUNTERCLAIMS TO ITS TO, THEIR OBLIGATIONS UNDER THE LOAN DOCUMENTS DOCUMENTS, AND IN ACCORDANCE THEREWITH ITTHE RELEASING PARTIES: (a) WAIVES 8.1. WAIVE ANY AND ALL SUCH CLAIMS, OFFSETS, RIGHTS OF RECOUPMENT, DISPUTES, DEFENSES OR AND COUNTERCLAIMS, WHETHER KNOWN OR UNKNOWN, ARISING PRIOR TO THE DATE HEREOF; AND. (b) RELEASES 8.2. FOREVER RELEASE, RELIEVE, AND DISCHARGES DISCHARGE THE LENDERADMINISTRATIVE AGENT, ITS THE LENDERS, THEIR AFFILIATES AND ITS AND THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEESSHAREHOLDERS, MEMBERS, PARTNERS, PREDECESSORS, SUCCESSORS, ASSIGNS, ATTORNEYS, ACCOUNTANTS, AGENTS, SHAREHOLDERS EMPLOYEES, AND ATTORNEYS REPRESENTATIVES (COLLECTIVELY COLLECTIVELY, THE “RELEASED PARTIES”) ), AND EACH OF THEM, FROM ANY AND ALL OBLIGATIONS, INDEBTEDNESSCLAIMS, LIABILITIES, CLAIMS, RIGHTSDEMANDS, CAUSES OF ACTION ACTION, DEBTS, OBLIGATIONS, PROMISES, ACTS, AGREEMENTS, AND DAMAGES, OF WHATEVER KIND OR DEMANDS WHATSOEVERNATURE, WHETHER KNOWN OR UNKNOWN, SUSPECTED OR UNSUSPECTED, IN CONTINGENT OR FIXED, LIQUIDATED OR UNLIQUIDATED, MATURED OR UNMATURED, WHETHER AT LAW OR IN EQUITY, WHICH THE BORROWER RELEASING PARTIES EVER HAD, NOW HASHAVE, CLAIMS OR MAY, SHALL, OR CAN HEREAFTER HAVE, DIRECTLY OR INDIRECTLY ARISING OUT OF OR IN ANY WAY BASED UPON, CONNECTED WITH, OR RELATED TO HAVE MATTERS, THINGS, ACTS, CONDUCT, AND/OR MAY HAVE AGAINST OMISSIONS AT ANY RELEASED PARTY ARISING PRIOR TO TIME FROM THE BEGINNING OF THE WORLD THROUGH AND INCLUDING THE DATE HEREOF HEREOF, INCLUDING WITHOUT LIMITATION ANY AND FROM ALL CLAIMS AGAINST THE RELEASED PARTIES ARISING UNDER OR IN CONNECTION WITH RELATED TO ANY OF THE LOAN DOCUMENTS OR ANY OF THE TRANSACTIONS CONTEMPLATED THEREBY. 8.3. IN CONNECTION WITH THE RELEASE CONTAINED HEREIN, ACKNOWLEDGE THAT THEY ARE AWARE THAT THEY MAY HEREAFTER DISCOVER CLAIMS PRESENTLY UNKNOWN OR UNSUSPECTED, OR FACTS IN ADDITION TO OR DIFFERENT FROM THOSE WHICH THEY KNOW OR BELIEVE TO BE TRUE, WITH RESPECT TO THE MATTERS RELEASED HEREIN. NEVERTHELESS, IT IS THE INTENTION OF THE RELEASING PARTIES, THROUGH THIS WAIVER AND WITH ADVICE OF COUNSEL, FULLY, FINALLY, AND FOREVER TO RELEASE ALL SUCH MATTERS, AND ALL CLAIMS RELATED THERETO, WHICH DO NOW EXIST, OR HERETOFORE HAVE EXISTED. IN FURTHERANCE OF SUCH INTENTION, THE RELEASES HEREIN GIVEN SHALL BE AND REMAIN IN EFFECT AS A FULL AND COMPLETE RELEASE OR WITHDRAWAL OF SUCH MATTERS NOTWITHSTANDING THE DISCOVERY OR EXISTENCE OF ANY SUCH ADDITIONAL OR DIFFERENT CLAIMS OR FACTS RELATED THERETO. 8.4. ▇▇▇▇▇▇▇▇ AND AGREE NOT TO BRING ANY CLAIM, ACTION, SUIT, OR PROCEEDING AGAINST THE RELEASED PARTIES, DIRECTLY OR INDIRECTLY, REGARDING OR RELATED IN ANY MANNER TO THE MATTERS RELEASED HEREBY, AND FURTHER COVENANT AND AGREE THAT THIS WAIVER IS A BAR TO ANY SUCH CLAIM, ACTION, SUIT, OR PROCEEDING. 8.5. REPRESENT AND WARRANT TO THE RELEASED PARTIES THAT THEY HAVE NOT HERETOFORE ASSIGNED OR TRANSFERRED, OR PURPORTED TO ASSIGN OR TRANSFER, TO ANY PERSON OR ENTITY ANY CLAIMS OR OTHER MATTERS HEREIN RELEASED. 8.6. ACKNOWLEDGE THAT THEY HAVE HAD THE BENEFIT OF INDEPENDENT LEGAL ADVICE WITH RESPECT TO THE ADVISABILITY OF ENTERING INTO THIS RELEASE AND HEREBY KNOWINGLY, AND UPON SUCH ADVICE OF COUNSEL, WAIVE ANY AND ALL APPLICABLE RIGHTS AND BENEFITS UNDER, AND PROTECTIONS OF, CALIFORNIA CIVIL CODE SECTION 1542, AND ANY AND ALL STATUTES AND DOCTRINES OF SIMILAR EFFECT. CALIFORNIA CIVIL CODE SECTION 1542 PROVIDES AS FOLLOWS: A general release does not extend to claims that the creditor or releasing party does not know or suspect to exist in his or her favor at the time of executing the release, and that if known by him or her, would have materially affected his or her settlement with the debtor or released party.

Waiver and Release. TO INDUCE THE LENDER AGENT AND THE HOLDERS TO AGREE TO THE TERMS OF THIS AMENDMENTAGREEMENT, EACH CREDIT OBLIGOR REPRESENTS THE COMPANY AND WARRANTS THAT ITS AFFILIATES (COLLECTIVELY, THE “RELEASING PARTIES”) REPRESENT AND WARRANT THAT, AS OF THE DATE HEREOF HEREOF, THERE ARE NO CLAIMS OR OFFSETS AGAINST AGAINST, OR RIGHTS OF RECOUPMENT WITH RESPECT TO TO, OR DISPUTES OF, OR DEFENSES OR COUNTERCLAIMS TO ITS TO, THEIR OBLIGATIONS UNDER THE LOAN DOCUMENTS TRANSACTION DOCUMENTS, AND IN ACCORDANCE THEREWITH ITTHEY: (a) WAIVES ▇. ▇▇▇▇▇ ANY AND ALL SUCH CLAIMS, OFFSETS, RIGHTS OF RECOUPMENT, DISPUTES, DEFENSES OR AND COUNTERCLAIMS, WHETHER KNOWN OR UNKNOWN, ARISING PRIOR TO THE DATE HEREOF; AND. (b) RELEASES B. FOREVER RELEASE, RELIEVE AND DISCHARGES DISCHARGE THE LENDERAGENT, EACH HOLDER, ITS AFFILIATES AND ITS AND THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEESSHAREHOLDERS, MEMBERS, PARTNERS, PREDECESSORS, SUCCESSORS, ASSIGNS, ATTORNEYS, ACCOUNTANTS, AGENTS, SHAREHOLDERS EMPLOYEES AND ATTORNEYS REPRESENTATIVES (COLLECTIVELY COLLECTIVELY, THE “RELEASED PARTIES”) ), AND EACH OF THEM, FROM ANY AND ALL OBLIGATIONS, INDEBTEDNESSCLAIMS, LIABILITIES, CLAIMS, RIGHTSDEMANDS, CAUSES OF ACTION ACTION, DEBTS, OBLIGATIONS, PROMISES, ACTS, AGREEMENTS AND DAMAGES, OF WHATEVER KIND OR DEMANDS WHATSOEVERNATURE, WHETHER KNOWN OR UNKNOWN, SUSPECTED OR UNSUSPECTED, IN CONTINGENT OR FIXED, LIQUIDATED OR UNLIQUIDATED, MATURED OR UNMATURED, WHETHER AT LAW OR IN EQUITY, WHICH THE BORROWER RELEASING PARTIES EVER HAD, NOW HASHAVE, CLAIMS OR MAY, SHALL OR CAN HEREAFTER HAVE, DIRECTLY OR INDIRECTLY ARISING OUT OF OR IN ANY WAY BASED UPON, CONNECTED WITH, OR RELATED TO HAVE MATTERS, THINGS, ACTS, CONDUCT AND/OR MAY HAVE AGAINST OMISSIONS AT ANY RELEASED PARTY ARISING PRIOR TO TIME FROM THE BEGINNING OF THE WORLD THROUGH AND INCLUDING THE DATE HEREOF HEREOF, INCLUDING WITHOUT LIMITATION ANY AND FROM ALL CLAIMS AGAINST THE RELEASED PARTIES ARISING UNDER OR IN CONNECTION WITH RELATED TO ANY OF THE LOAN TRANSACTION DOCUMENTS OR ANY OF THE TRANSACTIONS CONTEMPLATED THEREBY. C. IN CONNECTION WITH THE RELEASE CONTAINED HEREIN, ACKNOWLEDGE THAT THEY ARE AWARE THAT THEY MAY HEREAFTER DISCOVER CLAIMS PRESENTLY UNKNOWN OR UNSUSPECTED, OR FACTS IN ADDITION TO OR DIFFERENT FROM THOSE WHICH THEY KNOW OR BELIEVE TO BE TRUE, WITH RESPECT TO THE MATTERS RELEASED HEREIN. NEVERTHELESS, IT IS THE INTENTION OF THE RELEASING PARTIES, THROUGH THIS AGREEMENT AND WITH ADVICE OF COUNSEL, FULLY, FINALLY AND FOREVER TO RELEASE ALL SUCH MATTERS, AND ALL CLAIMS RELATED THERETO, WHICH DO NOW EXIST, OR HERETOFORE HAVE EXISTED. IN FURTHERANCE OF SUCH INTENTION, THE RELEASES HEREIN GIVEN SHALL BE AND REMAIN IN EFFECT AS A FULL AND COMPLETE RELEASE OR WITHDRAWAL OF SUCH MATTERS NOTWITHSTANDING THE DISCOVERY OR EXISTENCE OF ANY SUCH ADDITIONAL OR DIFFERENT CLAIMS OR FACTS RELATED THERETO. ▇. ▇▇▇▇▇▇▇▇ AND AGREE NOT TO BRING ANY CLAIM, ACTION, SUIT OR PROCEEDING AGAINST THE RELEASED PARTIES, DIRECTLY OR INDIRECTLY, REGARDING OR RELATED IN ANY MANNER TO THE MATTERS RELEASED HEREBY, AND FURTHER COVENANT AND AGREE THAT THIS AGREEMENT IS A BAR TO ANY SUCH CLAIM, ACTION, SUIT OR PROCEEDING. E. REPRESENT AND WARRANT TO THE RELEASED PARTIES THAT THEY HAVE NOT HERETOFORE ASSIGNED OR TRANSFERRED, OR PURPORTED TO ASSIGN OR TRANSFER, TO ANY PERSON OR ENTITY ANY CLAIMS OR OTHER MATTERS HEREIN RELEASED. ▇. ACKNOWLEDGE THAT THEY HAVE HAD THE BENEFIT OF INDEPENDENT LEGAL ADVICE WITH RESPECT TO THE ADVISABILITY OF ENTERING INTO THIS RELEASE AND HEREBY KNOWINGLY, AND UPON SUCH ADVICE OF COUNSEL, WAIVE ANY AND ALL APPLICABLE RIGHTS AND BENEFITS UNDER, AND PROTECTIONS OF, CALIFORNIA CIVIL CODE SECTION 1542, AND ANY AND ALL STATUTES AND DOCTRINES OF SIMILAR EFFECT. CALIFORNIA CIVIL CODE SECTION 1542 PROVIDES AS FOLLOWS:

Waiver and Release. TO INDUCE AS A MATERIAL INDUCEMENT FOR THE LENDER TO AGREE TO THE TERMS OF EXECUTE THIS AMENDMENT, EACH CREDIT OBLIGOR REPRESENTS BORROWER DOES HEREBY RELEASE, WAIVE, DISCHARGE, COVENANT NOT TO SUE, ACQUIT, SATISFY AND WARRANTS THAT AS OF THE DATE HEREOF THERE ARE NO CLAIMS OR OFFSETS AGAINST OR RIGHTS OF RECOUPMENT WITH RESPECT TO OR DEFENSES OR COUNTERCLAIMS TO ITS OBLIGATIONS UNDER THE LOAN DOCUMENTS AND IN ACCORDANCE THEREWITH IT: (a) WAIVES ANY AND ALL SUCH CLAIMS, OFFSETS, RIGHTS OF RECOUPMENT, DEFENSES OR COUNTERCLAIMS, WHETHER KNOWN OR UNKNOWN, ARISING PRIOR TO THE DATE HEREOF; AND (b) RELEASES AND DISCHARGES FOREVER DISCHARGE THE LENDER, ITS AFFILIATES AND ITS AND THEIR OFFICERS, DIRECTORS▇▇▇ECTORS, EMPLOYEES, AGENTS, SHAREHOLDERS ATTORNEYS AND ATTORNEYS (COLLECTIVELY THE “RELEASED PARTIES”) AGENTS AND ITS AFFILIATES AND ASSIGNS FROM ANY AND ALL OBLIGATIONS, INDEBTEDNESS, LIABILITIESLIABILITY, CLAIMS, RIGHTSCOUNTERCLAIMS, DEFENSES, ACTIONS, CAUSES OF ACTION OR DEMANDS WHATSOEVERACTION, WHETHER KNOWN OR UNKNOWNSUITS, SUSPECTED OR UNSUSPECTEDCONTROVERSIES, AGREEMENTS, PROMISES AND DEMAND WHATSOEVER IN LAW OR EQUITY, IN EQUITY WHICH THE EACH BORROWER EVER HAD, NOW HAS, CLAIMS TO HAVE OR WHICH ANY PERSONAL REPRESENTATIVE, SUCCESSOR, HEIR OR ASSIGN OF EACH BORROWER HEREAFTER CAN, SHALL OR MAY HAVE AGAINST THE LENDER, ITS OFFICERS, DIRECTORS, EMPLOYEES, ATTORNEYS AND AGENTS, AND ITS AFFILIATES AND ASSIGNS, FOR, UPON OR BY REASON OF ANY RELEASED PARTY ARISING PRIOR MATTER, CAUSE OR THING WHATSOEVER, THROUGH THE DATE HEREOF. EACH BORROWER FURTHER EXPRESSLY COVENANTS WITH AND WARRANTS UNTO THE LENDER AND ITS AFFILIATES AND ASSIGNS, THAT THERE EXIST NO CLAIMS, COUNTERCLAIMS, DEFENSES, OBJECTIONS, OFFSETS OR CLAIMS OF OFFSET AGAINST THE LENDER OR THE OBLIGATION OF EACH BORROWER TO PAY THE LENDER ALL AMOUNTS OWING UNDER THE NOTE, THE TERM NOTE, THE LOAN AGREEMENT AND ALL ASSOCIATED LOAN DOCUMENTS AS AND WHEN THE SAME BECOME DUE AND PAYABLE. NOTWITHSTANDING THE ABOVE, THE PARTIES DO HEREBY ACKNOWLEDGE THAT ANY DEPOSIT ACCOUNT(S) OF BORROWER MAINTAINED WITH LENDER ARE SUBJECT TO THE DATE HEREOF TERMS AND FROM OR IN CONNECTION WITH THE LOAN DOCUMENTS OR THE TRANSACTIONS CONTEMPLATED THEREBYPROVISIONS OF ANY AGREEMENT(S) RELATED TO THOSE ACCOUNT(S), PROVIDED HOWEVER, THAT BORROWER IS UNAWARE OF ANY CLAIMS CONCERNING THOSE ACCOUNT(S) AT THIS TIME.